exhibit10_1.htm


    
       

      Exhibit 10.1

      
 

      
        

        

      

       

      


    

    CCH
II, LLC

     

    AND

     

    CCH
II CAPITAL CORP.,

     

    AS
ISSUERS

     

    AND

     

    THE
BANK OF NEW YORK MELLON TRUST COMPANY, NA,

     

    AS
TRUSTEE

     

    INDENTURE

     

    DATED
AS OF NOVEMBER 30, 2009

     

    13.50%
SENIOR NOTES DUE 2016

     

    
      


       

      
        

        

      

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
 

    
      
        
          	 	 	 	
                  Page

                	 
	
                  ARTICLE I DEFINITIONS AND INCORPORATION BY
      REFERENCE

                	 	 	1	 
	
                  Section 1.01

                	
                  Definitions

                	 	 	1	 
	
                  Section 1.02

                	
                  Other Definitions

                	 	 	24	 
	
                  Section 1.03

                	
                  Incorporation by Reference of Trust Indenture
      Act

                	 	 	25	 
	
                  Section 1.04

                	
                  Rules of Construction

                	 	 	25	 
	
                  ARTICLE II THE NOTES

                	 	 	26	 
	
                  Section 2.01

                	
                  Form and Dating

                	 	 	26	 
	
                  Section 2.02

                	
                  Execution and
Authentication

                	 	 	27	 
	
                  Section 2.03

                	
                  Registrar and Paying Agent

                	 	 	28	 
	
                  Section 2.04

                	
                  Paying Agent to Hold Money in
      Trust

                	 	 	28	 
	
                  Section 2.05

                	
                  Holder Lists

                	 	 	29	 
	
                  Section 2.06

                	
                  Transfer and Exchange

                	 	 	29	 
	
                  Section 2.07

                	
                  Replacement Notes

                	 	 	33	 
	
                  Section 2.08

                	
                  Outstanding Notes

                	 	 	33	 
	
                  Section 2.09

                	
                  Treasury Notes

                	 	 	34	 
	
                  Section 2.10

                	
                  Temporary Notes

                	 	 	34	 
	
                  Section 2.11

                	
                  Cancellation

                	 	 	34	 
	
                  Section 2.12

                	
                  Defaulted Interest

                	 	 	34	 
	
                  Section 2.13

                	
                  Record Date

                	 	 	34	 
	
                  Section 2.14

                	
                  Computation of Interest

                	 	 	34	 
	
                  Section 2.15

                	
                  CUSIP Numbers

                	 	 	35	 
	
                  Section 2.16

                	
                  Special Transfer Provisions

                	 	 	35	 
	
                  Section 2.17

                	
                  Issuance of Additional
Notes

                	 	 	37	 
	
                  Section 2.18

                	
                  Temporary Regulation S Global
      Notes

                	 	 	37	 
	
                  ARTICLE III REDEMPTION

                	 	 	39	 
	
                  Section 3.01

                	
                  Notices to Trustee

                	 	 	39	 
	
                  Section 3.02

                	
                  Selection of Notes to Be
      Redeemed

                	 	 	39	 
	
                  Section 3.03

                	
                  Notice of Redemption

                	 	 	39	 
	
                  Section 3.04

                	
                  Effect of Notice of
    Redemption

                	 	 	40	 
	
                  Section 3.05

                	
                  Deposit of Redemption Price

                	 	 	40	 
	
                  Section 3.06

                	
                  Notes Redeemed in Part

                	 	 	40	 
	
                  Section 3.07

                	
                  Optional Redemption

                	 	 	40	 
	
                  Section 3.08

                	
                  Mandatory Redemption or
      Repurchase

                	 	 	41	 
	
                  Section 3.09

                	
                  Offer to Purchase by Application of Excess
      Proceeds

                	 	 	42	 
	
                  ARTICLE IV COVENANTS

                	 	 	43	 
	
                  Section 4.01

                	
                  Payment of Notes

                	 	 	43	 
	
                  Section 4.02

                	
                  Maintenance of Office or
    Agency

                	 	 	44	 
	
                  Section 4.03

                	
                  Reports

                	 	 	44	 
	
                  Section 4.04

                	
                  Compliance Certificate

                	 	 	45	 
	
                  Section 4.05

                	
                  Taxes

                	 	 	45	 


        

         

         

        
          
            i

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section 4.06

                	
                  Stay, Extension and Usury
    Laws

                	 	 	46	 
	
                  Section 4.07

                	
                  Restricted Payments

                	 	 	46	 
	
                  Section 4.08

                	
                  Investments

                	 	 	49	 
	
                  Section 4.09

                	
                  Dividend and Other Payment Restrictions Affecting
      Subsidiaries

                	 	 	50	 
	
                  Section 4.10

                	
                  Incurrence of Indebtedness and Issuance of
      Preferred Stock

                	 	 	51	 
	
                  Section 4.11

                	
                  Limitation on Asset Sales

                	 	 	54	 
	
                  Section 4.12

                	
                  Sale and Leaseback
    Transactions

                	 	 	55	 
	
                  Section 4.13

                	
                  Transactions with
Affiliates

                	 	 	56	 
	
                  Section 4.14

                	
                  Liens

                	 	 	57	 
	
                  Section 4.15

                	
                  Existence

                	 	 	58	 
	
                  Section 4.16

                	
                  Repurchase at the Option of Holders upon a Change
      of Control

                	 	 	58	 
	
                  Section 4.17

                	
                  Limitations on Issuances of Guarantees of
      Indebtedness

                	 	 	60	 
	
                  Section 4.18

                	
                  Payments for Consent

                	 	 	60	 
	
                  Section 4.19

                	
                  Application of Fall-Away
      Covenants

                	 	 	60	 
	
                  Section 4.20

                	
                  Anti-Layering Covenants.

                	 	 	61	 
	
                  ARTICLE V SUCCESSORS

                	 	 	61	 
	
                  Section 5.01

                	
                  Merger, Consolidation, or Sale of
      Assets

                	 	 	61	 
	
                  Section 5.02

                	
                  Successor Corporation
      Substituted

                	 	 	62	 
	
                  ARTICLE VI DEFAULTS AND
      REMEDIES

                	 	 	63	 
	
                  Section 6.01

                	
                  Events of Default

                	 	 	63	 
	
                  Section 6.02

                	
                  Acceleration

                	 	 	64	 
	
                  Section 6.03

                	
                  Other Remedies

                	 	 	64	 
	
                  Section 6.04

                	
                  Waiver of Existing Defaults

                	 	 	65	 
	
                  Section 6.05

                	
                  Control by Majority

                	 	 	65	 
	
                  Section 6.06

                	
                  Limitation on Suits

                	 	 	65	 
	
                  Section 6.07

                	
                  Rights of Holders of Notes to Receive
      Payment

                	 	 	66	 
	
                  Section 6.08

                	
                  Collection Suit by Trustee

                	 	 	66	 
	
                  Section 6.09

                	
                  Trustee May File Proofs of
      Claim

                	 	 	66	 
	
                  Section 6.10

                	
                  Priorities

                	 	 	66	 
	
                  Section 6.11

                	
                  Undertaking for Costs

                	 	 	67	 
	
                  ARTICLE VII TRUSTEE

                	 	 	67	 
	
                  Section 7.01

                	
                  Duties of Trustee

                	 	 	67	 
	
                  Section 7.02

                	
                  Rights of Trustee

                	 	 	68	 
	
                  Section 7.03

                	
                  Individual Rights of
Trustee

                	 	 	69	 
	
                  Section 7.04

                	
                  Trustee’s Disclaimer

                	 	 	69	 
	
                  Section 7.05

                	
                  Notice of Defaults

                	 	 	70	 
	
                  Section 7.06

                	
                  Reports by Trustee to Holders of the
      Notes

                	 	 	70	 
	
                  Section 7.07

                	
                  Compensation and Indemnity

                	 	 	70	 
	
                  Section 7.08

                	
                  Replacement of Trustee

                	 	 	71	 
	
                  Section 7.09

                	
                  Successor Trustee by Merger,
      etc

                	 	 	72	 
	
                  Section 7.10

                	
                  Eligibility;
    Disqualification

                	 	 	72	 
	
                  Section 7.11

                	
                  Preferential Collection of Claims Against the
      Issuers

                	 	 	72	 


        

         

         

        
          
            ii

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE VIII LEGAL DEFEASANCE AND COVENANT
      DEFEASANCE

                	 	 	72	 
	
                  Section 8.01

                	
                  Option to Effect Legal Defeasance or Covenant
      Defeasance

                	 	 	72	 
	
                  Section 8.02

                	
                  Legal Defeasance and
    Discharge

                	 	 	72	 
	
                  Section 8.03

                	
                  Covenant Defeasance

                	 	 	73	 
	
                  Section 8.04

                	
                  Conditions to Legal or Covenant
      Defeasance

                	 	 	74	 
	
                  Section 8.05

                	
                  Deposited Money and Government Securities to Be
      Held in Trust; Other Miscellaneous Provisions

                	 	 	75	 
	
                  Section 8.06

                	
                  Repayment to Issuers

                	 	 	76	 
	
                  Section 8.07

                	
                  Reinstatement

                	 	 	76	 
	
                  ARTICLE IX AMENDMENT, SUPPLEMENT AND
      WAIVER

                	 	 	76	 
	
                  Section 9.01

                	
                  Without Consent of Holders of
      Notes

                	 	 	76	 
	
                  Section 9.02

                	
                  With Consent of Holders of
      Notes

                	 	 	77	 
	
                  Section 9.03

                	
                  Compliance with Trust Indenture
      Act

                	 	 	78	 
	
                  Section 9.04

                	
                  Revocation and Effect of
      Consents

                	 	 	78	 
	
                  Section 9.05

                	
                  Notation on or Exchange of
      Notes

                	 	 	79	 
	
                  Section 9.06

                	
                  Trustee to Sign Amendments,
    etc

                	 	 	79	 
	
                  ARTICLE X GUARANTEE

                	 	 	79	 
	
                  Section 10.01

                	
                  Unconditional Guarantee

                	 	 	79	 
	
                  Section 10.02

                	
                  Severability

                	 	 	80	 
	
                  Section 10.03

                	
                  Waiver of Subrogation

                	 	 	80	 
	
                  Section 10.04

                	
                  Execution of Note Guarantee

                	 	 	81	 
	
                  Section 10.05

                	
                  Waiver of Stay, Extension or Usury
      Laws

                	 	 	81	 
	
                  ARTICLE XI MISCELLANEOUS

                	 	 	81	 
	
                  Section 11.01

                	
                  Trust Indenture Act
Controls

                	 	 	81	 
	
                  Section 11.02

                	
                  Notices

                	 	 	81	 
	
                  Section 11.03

                	
                  Communication by Holders of Notes with Other
      Holders of Notes

                	 	 	83	 
	
                  Section 11.04

                	
                  Certificate and Opinion as to Conditions
      Precedent

                	 	 	83	 
	
                  Section 11.05

                	
                  Statements Required in Certificate or
      Opinion

                	 	 	83	 
	
                  Section 11.06

                	
                  Rules by Trustee and Agents

                	 	 	83	 
	
                  Section 11.07

                	
                  No Personal Liability of Directors, Officers,
      Employees, Incorporators, Members and Stockholders

                	 	 	83	 
	
                  Section 11.08

                	
                  Governing Law

                	 	 	84	 
	
                  Section 11.09

                	
                  No Adverse Interpretation of Other
      Agreements

                	 	 	84	 
	
                  Section 11.10

                	
                  Successors

                	 	 	84	 
	
                  Section 11.11

                	
                  Severability

                	 	 	84	 
	
                  Section 11.12

                	
                  Counterpart Originals

                	 	 	84	 
	
                  Section 11.13

                	
                  Table of Contents, Headings,
      etc

                	 	 	84	 
	
                  Section 11.14

                	
                  Waiver of Jury Trial

                	 	 	84	 
	
                  Section 11.15

                	
                  Force Majeure

                	 	 	84	 
	
                  ARTICLE XII SATISFACTION AND
      DISCHARGE

                	 	 	85	 
	
                  Section 12.01

                	
                  Satisfaction and Discharge of
      Indenture

                	 	 	85	 
	
                  Section 12.02

                	
                  Application of Trust Money

                	 	 	86	 


        

      

       

       


      
        
          iii 


        

        
           


          
            

          

        

        
           


        

      



    Exhibits:

     

    
      	
              Exhibit
      A

            	
              Form
      of Note

            


    

     

    
      	
              Exhibit
      B

            	
              Form
      of Certificate to be Delivered in connection with Transfers Pursuant to
      Rule 144A

            


    

     

    
      	
              Exhibit
      C

            	
              Form
      of Certificate to be Delivered in connection with Transfers Pursuant to
      Regulation S

            


    

     

    
      	
              Exhibit
      D

            	
              Form
      of Certificate of Beneficial Ownership in connection with exchanges of
      Temporary Regulation S Global Notes

            


    

     


    
      
        iv 


      

      
         


        
          

        

      

      
         


      

    

     

     

     

    
      	 CROSS-REFERENCE
      TABLE


       

       

       

      
        	
                TIA
      Section 

              	 	
                Indenture
      Section 

              
	
                310(a)(1)

              	 	
                7.10

              
	
                (a)(2)

              	 	
                7.10

              
	
                (a)(3)

              	 	
                N/A

              
	
                (a)(4)

              	 	
                N/A

              
	
                (b)

              	 	
                7.08,
      7.10

              
	
                (c)

              	 	
                N/A

              
	
                311(a)

              	 	
                7.11

              
	
                (b)

              	 	
                7.11

              
	
                (c)

              	 	
                N/A

              
	
                312(a)

              	 	
                2.05

              
	
                (b)

              	 	
                11.03

              
	
                (c)

              	 	
                11.03

              
	
                313(a)

              	 	
                7.06

              
	
                (b)(1)

              	 	
                4.17

              
	
                (b)(2)

              	 	
                7.06

              
	
                (c)

              	 	
                11.02

              
	
                (d)

              	 	
                7.06

              
	
                314(a)

              	 	
                4.03,
      4.04

              
	
                (b)

              	 	
                N/A

              
	
                (c)(1)

              	 	
                11.04

              
	
                (c)(2)

              	 	
                11.04

              
	
                (c)(3)

              	 	
                11.04

              
	
                (d)

              	 	
                N/A

              
	
                (e)

              	 	
                11.05

              
	
                (f)

              	 	
                N/A

              
	
                315(a)

              	 	
                7.01

              
	
                (b)

              	 	
                7.05,
      12.02

              
	
                (c)

              	 	
                7.01

              
	
                (d)

              	 	
                7.01

              
	
                (e)

              	 	
                6.11

              
	
                316(a)
      (last sentence)

              	 	
                2.09

              
	
                (a)(1)(A)

              	 	
                6.05

              
	
                (a)(1)(B)

              	 	
                6.04

              
	
                (a)(2)

              	 	
                N/A

              
	
                (b)

              	 	
                6.07

              
	
                317
      (a)(1)

              	 	
                6.08

              
	
                (a)(2)

              	 	
                6.09

              
	
                (b)

              	 	
                2.04

              
	
                318(a)

              	 	
                11.01

              


      

    

     

     

     

    N/A means
Not Applicable

     

    Note:
This Cross-Reference Table shall not, for any purpose, be deemed to be part of
this Indenture.

     


    
      
        v 


      

      
         


        
          

        

      

      
         


      

    


    INDENTURE dated as of November 30, 2009 among CCH II, LLC, a
Delaware limited liability company (as further defined below, the “Company”), CCH II
Capital Corp., a Delaware corporation (as further defined below, “Capital Corp”
and together with the Company, the “Issuers”), and The
Bank of New York Mellon Trust Company, NA, as trustee (the “Trustee”).

     

    The
Issuers and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders of the Notes:

     

    ARTICLE
I

     

    DEFINITIONS AND
INCORPORATION BY REFERENCE

     

    Section
1.01 Definitions.

     

    “Acquired Debt” means,
with respect to any specified Person:

     

    (1) Indebtedness
of any other Person existing at the time such other Person is merged with or
into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other
Person merging with or into, or becoming a Subsidiary of, such specified Person;
and

     

    (2) Indebtedness
secured by a Lien encumbering any asset acquired by such specified
Person.

     

    “Additional Notes”
means any 13.50% Senior Notes due 2016 issued under this Indenture in addition
to the Initial Notes (other than any Notes issued in respect of Initial Notes
pursuant to Section 2.06, 2.07, 2.10, 3.06, 3.09, 4.16 or 9.05).

     

    “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person. For purposes of this definition, “control,” as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control. For purposes of this definition, the terms
“controlling,” “controlled by,” and “under common control with” shall have
correlative meanings.

     

    “Agent” means any
Registrar or Paying Agent.

     

    “Applicable Premium”
means the excess of (x) the present value at such redemption (or deposit) date
of the sum of the redemption price of such Note at November 30, 2012 (such
redemption price being set forth in the table in Section 3.07 hereof) plus all
required interest payments due on such Note through November 30, 2012
(calculated based on the interest rate and excluding accrued but unpaid
interest), computed using a discount rate equal to the Treasury Rate as of such
redemption (or deposit) date plus 50 basis points over (y) the then outstanding
principal amount of such Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Asset Acquisition”
means (a) an Investment by the Company or any of its Restricted Subsidiaries in
any other Person pursuant to which such Person shall become a Restricted
Subsidiary of the Company or any of its Restricted Subsidiaries or shall be
merged with or into the Company or any of its Restricted Subsidiaries, or (b)
the acquisition by the Company or any of its Restricted Subsidiaries of the
assets of any Person which constitute all or substantially all of the assets of
such Person, any division or line of business of such Person or any other
properties or assets of such Person other than in the ordinary course of
business.

     

    “Asset Sale”
means:

     

    (1) the sale,
lease, conveyance or other disposition of any assets or rights by the Company or
a Restricted Subsidiary, other than sales of inventory in the ordinary course of
the Cable Related Business; provided that the sale, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Subsidiaries, taken as a whole, shall be governed by Section 4.16 and/or Section
5.01 and not by the provisions of Section 4.11; and

     

    (2) the
issuance of Equity Interests by any Restricted Subsidiary of the Company or the
sale by the Company or any Restricted Subsidiary of the Company of Equity
Interests of any Restricted Subsidiary of the Company.

     

    Notwithstanding
the preceding, the following items shall not be deemed to be Asset
Sales:

     

    (1) any
single transaction or series of related transactions that: (a) involves assets
having a fair market value of less than $100 million; or (b) results in net
proceeds to the Company and its Restricted Subsidiaries of less than $100
million;

     

    (2) a
transfer of assets between or among the Company and/or its Restricted
Subsidiaries;

     

    (3) an
issuance of Equity Interests by a Restricted Subsidiary of the Company to the
Company or to another Wholly Owned Restricted Subsidiary of the
Company;

     

    (4) a
Restricted Payment that is permitted by Section 4.07, a Restricted Investment
that is permitted by Section 4.08 or a Permitted Investment;

     

    (5) the
incurrence of Liens not prohibited by this Indenture and the disposition of
assets related to such Liens by the secured party pursuant to a
foreclosure;

     

    (6) any
transaction contemplated by the Plan of Reorganization; and

     

    (7) any
disposition of cash or Cash Equivalents.

     

    “Attributable Debt” in
respect of a sale and leaseback transaction means, at the time of determination,
the present value of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such sale and leaseback transaction,
including any period 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

      for which
such lease has been extended or may, at the option of the lessee, be extended.
Such present value shall be calculated using a discount rate equal to the rate
of interest implicit in such transaction, determined in accordance with
GAAP.

    

     

    “Bankruptcy Code”
means Title 11 of the U.S. Code.

     

     “Bankruptcy Law” means
the Bankruptcy Code or any federal or state law of any jurisdiction relating to
bankruptcy, insolvency, winding up, liquidation, reorganization or relief of
debtors.

     

    “Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any
particular “person” (as such term is used in Section 13(d)(3) of the Exchange
Act) such “person” shall be deemed to have beneficial ownership of all
securities that such “person” has the right to acquire, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition.

     

    “Board of Directors”
means the board of directors or comparable governing body of CCI or, if so
specified, the Company, in either case, as constituted as of the date of any
determination required to be made, or action required to be taken, pursuant to
this Indenture.

     

    “Business Day” means
any day other than a Legal Holiday.

     

    “Cable Related
Business” means the business of owning cable television systems and
businesses ancillary, complementary or related thereto.

     

    “Capital Corp” means
CCH II Capital Corp., a Delaware corporation, and any successor Person
thereto.

     

    “Capital Lease
Obligation” means, at the time any determination thereof is to be made,
the amount of the liability in respect of a capital lease that would at that
time be required to be capitalized on a balance sheet in accordance with
GAAP.

     

    “Capital Stock”
means:

     

    (1) in the
case of a corporation, corporate stock;

     

    (2) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;

     

    (3) in the
case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and

     

    (4) any other
interest (other than any debt obligation) or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Capital Stock Sale
Proceeds” means, without duplication, the aggregate net proceeds
(including the fair market value of the non-cash proceeds, as determined by an
independent appraisal firm) received by the Company or its Restricted
Subsidiaries after the Issue Date, in each case:

     

    (x)           as
a contribution to the common equity capital or from the issue or sale of Equity
Interests (other than Disqualified Stock and other than issuances or sales to a
Subsidiary of the Company) of the Company after the Issue Date, or

     

    (y)           from
the issue or sale of convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities of the Company that have been
converted into or exchanged for such Equity Interests (other than Equity
Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the
Company);

     

    provided,
however, that there shall be excluded from (x) and (y) any such contribution,
issuance or sale made from or attributable to “Net Proceeds” under and as
defined in the Plan of Reorganization.

     

    “Cash Equivalents”
means:

     

    (1) United
States dollars;

     

    (2) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than twelve months from the date of
acquisition;

     

    (3) certificates
of deposit and eurodollar time deposits with maturities of twelve months or less
from the date of acquisition, bankers’ acceptances with maturities not exceeding
six months and overnight bank deposits, in each case, with any domestic
commercial bank having combined capital and surplus in excess of $500 million
and a Thompson Bank Watch Rating at the time of acquisition of “B” or
better;

     

    (4) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3)
above;

     

    (5) commercial
paper having a rating at the time of acquisition of at least “P-1” from Moody’s
or at least “A-1” from S&P and in each case maturing within twelve months
after the date of acquisition;

     

    (6) corporate
debt obligations maturing within twelve months after the date of acquisition
thereof, rated at the time of acquisition at least “Aaa” or “P-1” by Moody’s or
“AAA” or “A-1” by S&P;

     

    (7) auction-rate
Preferred Stocks of any corporation maturing not later than 45 days after the
date of acquisition thereof, rated at the time of acquisition at least “Aaa” by
Moody’s or “AAA” by S&P;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (8) securities
issued by any state, commonwealth or territory of the United States, or by any
political subdivision or taxing authority thereof, maturing not later than six
months after the date of acquisition thereof, rated at the time of acquisition
at least “A” by Moody’s or S&P; and

     

    (9) money
market or mutual funds at least 90% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (8) of this
definition.

     

    “CCH I” means CCH I,
LLC, a Delaware limited liability company, and any successor Person
thereto.

     

    “CCHC” means CCHC,
LLC, a Delaware limited liability company, and any successor Person
thereto.

     

    “CCI” means Charter
Communications, Inc., a Delaware corporation, and any successor Person
thereto.

     

    “CCO” means Charter
Communications Operating, LLC, a Delaware limited liability company, and any
successor Person thereto.

     

    “CCOH” means CCO
Holdings, LLC, a Delaware limited liability company, and any successor Person
thereto.

    


    “CCOH Group” means (i)
CCOH (or any successor thereto) and (ii) each Subsidiary thereof that is a
Restricted Subsidiary.

    


    “CCOH Group
Indebtedness” means any Indebtedness of any member or members of the CCOH
Group, so long as such Indebtedness does not constitute a Guarantee of, or other
credit support for, any Indebtedness of any Person other than a member of the
CCOH Group.

     

    “Change of Control”
means the occurrence of any of the following:

     

    (1) the sale,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries, taken as a
whole, or of a Parent and its Subsidiaries, taken as a whole, to any “person”
(as such term is used in Section 13(d)(3) of the Exchange Act) other than a
Parent, the Company or a Restricted Subsidiary.

     

    (2) the
adoption of a plan relating to the liquidation or dissolution of the Company or
a Parent (except the liquidation of any Parent into any other
Parent);

     

    (3) the
consummation of any transaction, including any merger or consolidation, the
result of which is that any “person” (as defined above) other than a Parent
becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
Voting Stock of the Company or a Parent, measured by voting power rather than
the number of shares;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (4) after the
Issue Date, the first day on which a majority of the members of the Board of
Directors of CCI are not Continuing Directors;

     

    (5) the
Company or a Parent consolidates with, or merges with or into, any Person, or
any Person consolidates with, or merges with or into, the Company or a Parent,
in any such event pursuant to a transaction in which any of the outstanding
Voting Stock of the Company or such Parent is converted into or exchanged for
cash, securities or other property, other than any such transaction where the
Voting Stock of the Company or such Parent outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than
Disqualified Stock) of the surviving or transferee Person constituting a
majority of the outstanding shares of such Voting Stock of such surviving or
transferee Person immediately after giving effect to such issuance.

     

    Notwithstanding
the foregoing, (A) a “person” shall not be deemed to have beneficial ownership
of securities subject to a stock purchase agreement, merger agreement or similar
agreement (or voting or option agreement related thereto) until the consummation
of the transactions contemplated by such agreement and (B) any holding company
whose only material asset is Equity Interests of the Company or any Parent shall
not itself be considered a “person” for purposes of clause (1) or (3)
above.

     

    “Charter Holdings”
means Charter Communications Holdings, LLC, a Delaware limited liability
company, and any successor Person thereto.

     

    “Charter Refinancing
Subsidiary” means any direct or indirect, wholly owned Subsidiary (and
any related corporate co-obligor if such Subsidiary is a limited liability
company or other association not taxed as a corporation) of CCI or Charter
Communications Holding Company, LLC, which is or becomes a Parent.

     

    “CIH” means CCH I
Holdings, LLC, a Delaware limited liability company, and any successor Person
thereto.

     

     “Clearstream” means
Clearstream Banking, société anonyme (formerly Cedelbank).

     

    “Company” means CCH
II, LLC, a Delaware limited liability company, and any successor Person
thereto.

     

    “Consolidated EBITDA”
means with respect to any Person, for any period, the consolidated net income
(or net loss) of such Person and its Restricted Subsidiaries for such period
calculated in accordance with GAAP plus, to the extent such amount was deducted
in calculating such net income:

     

    (1) Consolidated
Interest Expense;

     

    (2) income
taxes;

     

    (3) depreciation
expense;

     

    (4) amortization
expense;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (5) all other
non-cash items, extraordinary items and nonrecurring and unusual items
(including any restructuring charges and charges related to litigation
settlements or judgments) and the cumulative effects of changes in accounting
principles reducing such net income, less all non-cash items, extraordinary
items, nonrecurring and unusual items and cumulative effects of changes in
accounting principles increasing such net income;

     

    (6) amounts
actually paid during such period pursuant to a deferred compensation plan;
and

     

    (7) for
purposes of Section 4.10 only, Management Fees;

     

    all as
determined on a consolidated basis for such Person and its Restricted
Subsidiaries in conformity with GAAP, provided that Consolidated EBITDA shall
not include, without duplication:

     

     (i)           the
net income (or net loss) of any Person that is not a Restricted Subsidiary
(“Other
Person”), except (i) with respect to net income, to the extent of the
amount of dividends or other distributions actually paid to such Person or any
of its Restricted Subsidiaries by such Other Person during such period; and (ii)
with respect to net losses, to the extent of the amount of investments made by
such Person or any Restricted Subsidiary of such Person in such Other Person
during such period;

     

    (ii)           solely
for the purposes of calculating the amount of Restricted Payments that may be
made pursuant to Section 4.07(c)(3) (and in such case, except to the extent
includable pursuant to clause (i) above), the net income (or net loss) of any
Other Person accrued prior to the date it becomes a Restricted Subsidiary or is
merged into or consolidated with such Person or any Restricted Subsidiaries or
all or substantially all of the property and assets of such Other Person are
acquired by such Person or any of its Restricted Subsidiaries; and

     

    (iii)           any
effects of fresh-start accounting adjustments.

     

    “Consolidated
Indebtedness” means, with respect to any Person as of any date of
determination, the sum, without duplication, of:

     

    (1) the total
amount of outstanding Indebtedness of such Person and its Restricted
Subsidiaries, plus

     

    (2) the total
amount of Indebtedness of any other Person that has been Guaranteed by the
referent Person or one or more of its Restricted Subsidiaries, plus

     

    (3) the
aggregate liquidation value of all Disqualified Stock of such Person and all
Preferred Stock of Restricted Subsidiaries of such Person, in each case,
determined on a consolidated basis in accordance with GAAP.

     

    “Consolidated Interest
Expense” means, with respect to any Person for any period, without
duplication, the sum of:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (1) the
consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued (including amortization or original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers’ acceptance financings, and
net payments (if any) pursuant to Hedging Obligations); and

     

    (2) the
consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; and

     

    (3) any
interest expense on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of
such Person or one of its Restricted Subsidiaries (whether or not such Guarantee
or Lien is called upon);

     

    in each
case, on a consolidated basis and in accordance with GAAP, excluding, however,
any amount of such interest of any Restricted Subsidiary of the referent Person
if the net income of such Restricted Subsidiary is excluded in the calculation
of Consolidated EBITDA pursuant to clause (z) of the definition thereof (but
only in the same proportion as the net income of such Restricted Subsidiary is
excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of
the definition thereof).

     

    “Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of
CCI who:

     

    (1) was a
member of the Board of Directors of CCI on the Issue Date; or

     

    (2) was
nominated for election or elected to the Board of Directors of CCI with the
approval of a majority of the Continuing Directors who were members of such
Board of Directors of CCI at the time of such nomination or election or whose
election or appointment was previously so approved.

     

    “Corporate Trust Office of
the Trustee” shall be at the address of the Trustee specified in Section
12.02 or such other address as to which the Trustee may give notice to the
Issuers.

     

    “Credit Facilities”
means, with respect to the Company and/or its Restricted Subsidiaries, one or
more debt facilities or commercial paper facilities, in each case with banks or
other lenders providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to
time.

     

    “Default” means any
event that is, or with the passage of time or the giving of notice or both would
be, an Event of Default.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Definitive Note”
means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06, substantially in the form of Exhibit A hereto,
except that such Note shall not bear the Global Note Legend and shall not have
the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.

     

    “Depositary” means,
with respect to the Global Notes, the Person specified in Section 2.03 as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     

    “Disclosure Statement”
means the disclosure statement dated May 5, 2009 relating to the Plan of
Reorganization and approved by the United States Bankruptcy Court for the
Southern District of New York.

     

    “Disposition” means,
with respect to any Person, any merger, consolidation or other business
combination involving such Person (whether or not such Person is the surviving
Person) or the sale, assignment, transfer, lease or conveyance, or other
disposition of all or substantially all of such Person’s assets or Capital
Stock.

     

    “Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, in each case at the
option of the holder thereof), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07.

     

    “Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital
Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).

     

    “Equity Offering”
means any private or public offering of Qualified Capital Stock of the Company
(other than to a Parent or one of its Subsidiaries) or a Parent of which the
gross cash proceeds to the Company or received by the Company as a capital
contribution from such Parent (directly or indirectly), as the case may be, are
at least $25 million, other than public offerings with respect to the Company’s
membership interests or a Parent’s membership interests or common stock, as
applicable, registered on Form S-8, provided that the offering of Qualified
Capital Stock issued pursuant to the Plan of Reorganization shall not constitute
an “Equity Offering.”

     

    “Euroclear” means
Morgan Guaranty Trust Company of New York, Brussels office, as operator of the
Euroclear system.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Existing
Indebtedness” means Indebtedness of the Company and its Restricted
Subsidiaries in existence on the Issue Date, until such amounts are
repaid.

     

    “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect on the Issue Date.

     

    “Global Note Legend”
means the legend set forth in Section 2.06(f)(ii), which is required to be
placed on all Global Notes issued under this Indenture.

     

    “Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes.

     

    “Government
Securities” means direct obligations of, or obligations guaranteed by,
the United States of America, and the payment for which the United States
pledges its full faith and credit.

     

    “Guarantee” or “guarantee” means a
guarantee other than by endorsement of negotiable instruments for collection in
the ordinary course of business, direct or indirect, in any manner including by
way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness, measured
as the lesser of the aggregate outstanding amount of the Indebtedness so
guaranteed and the face amount of the guarantee.

     

    “Hedging Obligations”
means, with respect to any Person, the obligations of such Person
under:

     

    (1) interest
rate swap agreements, interest rate cap agreements and interest rate collar
agreements;

     

    (2) interest
rate option agreements, foreign currency exchange agreements, foreign currency
swap agreements; and

     

    (3) other
agreements or arrangements designed to protect such Person against fluctuations
in interest and currency exchange rates.

     

    “Holder” means a
holder of the Notes.

     

    “Indebtedness” means,
with respect to any specified Person, any indebtedness of such Person, whether
or not contingent:

     

    (1) in
respect of borrowed money;

     

    (2) evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);

     

    (3) in
respect of banker’s acceptances;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (4) representing
Capital Lease Obligations;

     

    (5) in
respect of the balance deferred and unpaid of the purchase price of any
property, except any such balance that constitutes an accrued expense or trade
payable; or

     

    (6) represented
by Hedging Obligations only to the extent an amount is then owed and is payable
pursuant to the terms of such Hedging Obligations;

     

    if and to
the extent any of the preceding items would appear as a liability upon a balance
sheet of the specified Person prepared in accordance with GAAP. In addition, the
term “Indebtedness” includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the guarantee
by such Person of any indebtedness of any other Person.

     

    The
amount of any Indebtedness outstanding as of any date shall be:

     

    (1) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and

     

    (2) the
principal amount thereof, together with any interest thereon that is more than
30 days past due, in the case of any other Indebtedness.

     

    “Indenture” means this
Indenture, as amended or supplemented from time to time.

     

    “Initial Additional
Notes” means Additional Notes issued in an offering not registered under
the Securities Act.

     

    “Initial Notes” means
the Issuers’ 13.50% Senior Notes due 2016, issued on the Issue Date (and any
Notes issued in respect thereof pursuant to Section 2.06, 2.07, 2.10, 3.06,
3.09, 4.16 or 9.05).

     

    “Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s and BBB- (or the equivalent) by S&P.

     

    “Investments” means,
with respect to any Person, all investments by such Person in other Persons,
including Affiliates, in the forms of direct or indirect loans (including
guarantees of Indebtedness or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business) and purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.

     

    “Issue Date” means
November 30, 2009.

     

    “Issuers” has the
meaning assigned to it in the preamble to this Indenture.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Legal Holiday” means
a Saturday, a Sunday or a day on which banking institutions in The City of New
York or at a place of payment are authorized by law, regulation or executive
order to remain closed. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue on such payment for the
intervening period.

     

    “Leverage Ratio”
means, as to the Company, as of any date, the ratio of:

     

    (1) the
Consolidated Indebtedness of the Company on such date to

     

    (2) the
aggregate amount of Consolidated EBITDA for the Company for the most recently
ended fiscal quarter for which internal financial statements are available (the
“Reference Period”), multiplied by four.

     

    In
addition to the foregoing, for purposes of this definition, “Consolidated
EBITDA” shall be calculated on a pro forma basis after giving effect
to

     

    (1) the
issuance of the Notes;

     

    (2) the
incurrence of the Indebtedness or the issuance of the Disqualified Stock by the
Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary
(and the application of the proceeds therefrom) giving rise to the need to make
such calculation and any incurrence or issuance (and the application of the
proceeds therefrom) or repayment of other Indebtedness, Disqualified Stock or
Preferred Stock of a Restricted Subsidiary, other than the incurrence or
repayment of Indebtedness for ordinary working capital purposes, at any time
subsequent to the beginning of the Reference Period and on or prior to the date
of determination, as if such incurrence (and the application of the proceeds
thereof), or the repayment, as the case may be, occurred on the first day of the
Reference Period; and

     

    (3) any
Dispositions or Asset Acquisitions (including any Asset Acquisition giving rise
to the need to make such calculation as a result of such Person or one of its
Restricted Subsidiaries (including any person that becomes a Restricted
Subsidiary as a result of such Asset Acquisition) incurring, assuming or
otherwise becoming liable for or issuing Indebtedness, Disqualified Stock or
Preferred Stock) made on or subsequent to the first day of the Reference Period
and on or prior to the date of determination, as if such Disposition or Asset
Acquisition (including the incurrence, assumption or liability for any such
Indebtedness, Disqualified Stock or Preferred Stock and also including any
Consolidated EBITDA associated with such Asset Acquisition, including any cost
savings adjustments in compliance with Regulation S-X promulgated by the SEC)
had occurred on the first day of the Reference Period.

     

    In
calculating the Leverage Ratio, the Consolidated Indebtedness of the Company on
such date shall not include Indebtedness incurred pursuant to paragraph (1) of
Section 4.10 that is or was incurred in connection with the transaction for
which the calculation is being made.

     

    “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed, recorded
or 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

      otherwise
perfected under applicable law, including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction.

    

     

    “Management Fees”
means the fees (including expense reimbursements) payable to any Parent pursuant
to the management and mutual services agreements between any Parent of the
Company and CCO or between any Parent of the Company and other Restricted
Subsidiaries of the Company or pursuant to the limited liability company
agreements of certain Restricted Subsidiaries as such management, mutual
services or limited liability company agreements exist on the Issue Date (or, if
later, on the date any new Restricted Subsidiary is acquired or created),
including any amendment or replacement thereof, provided, that any
such new agreements or amendments or replacements of existing agreements, taken
as a whole, are not more disadvantageous to the holders of the Notes in any
material respect than such agreements existing on the Issue Date and further
provided, that
such new, amended or replacement management agreements do not provide for
percentage fees, taken together with fees under existing agreements, any higher
than 3.5% of CCI’s consolidated total revenues for the applicable payment
period.

     

    “Moody’s” means
Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.

     

    “Net Proceeds” means
the aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including any cash received upon the
sale or other disposition of any non-cash consideration received in any Asset
Sale), net of the direct costs relating to such Asset Sale, including legal,
accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof or taxes paid or payable as a
result thereof (including amounts distributable in respect of owners’, partners’
or members’ tax liabilities resulting from such sale), in each case after taking
into account any available tax credits or deductions and any tax sharing
arrangements and amounts required to be applied to the repayment of
Indebtedness.

     

    “Non-Recourse Debt”
means Indebtedness:

     

    (1) as to
which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness); (b) is directly or indirectly liable as a
guarantor or otherwise; or (c) constitutes the lender;

     

    (2) no
default with respect to which (including any rights that the holders thereof may
have to take enforcement action against an Unrestricted Subsidiary) would permit
upon notice, lapse of time or both any holder of any other Indebtedness (other
than the Notes) of the Company or any of its Restricted Subsidiaries to declare
a default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity; and

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (3) as to
which the lenders have been notified in writing that they will not have any
recourse to the Capital Stock or assets of the Company or any of its Restricted
Subsidiaries.

     

    “Non-U.S. Person”
means a Person who is not a U.S. Person.

     

    “Note” or “Notes” means the
Initial Notes and any Additional Notes.

     

    “Note Custodian” means
the Trustee when serving as custodian for the Depositary with respect to the
Global Notes, or any successor entity thereto.

     

    “Note Guarantee” means
the unconditional Guarantee by any Parent of the Issuers’ payment Obligations
under the Notes pursuant to Article X and the provisions of the
Notes.

     

    “Obligations” means
any principal, interest, penalties, fees, indemnifications, reimbursements,
damages, Guarantees and other liabilities payable under the documentation
governing any Indebtedness, in each case, whether now or hereafter existing,
renewed or restructured, whether or not from time to time decreased or
extinguished and later increased, created or incurred, whether or not arising on
or after the commencement of a case under Title 11, U.S. Code or any similar
federal or state law for the relief of debtors (including post- petition
interest) and whether or not allowed or allowable as a claim in any such
case.

     

    “Officer” means, with
respect to any Person, the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Vice-President of such Person.

     

    “Officers’
Certificate” means a certificate signed on behalf of the Company or
Capital Corp, as the case may be, by two Officers of the Company or Capital
Corp, as the case may be, one of whom must be the principal executive officer,
the chief financial officer or the treasurer of the Company or Capital Corp, as
the case may be, that meets the requirements of Section 11.05.

     

    “Opinion of Counsel”
means an opinion from legal counsel that meets the requirements of Section
11.05. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.

     

    “Other Global Note”
means a global note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued (or the principal amount of which will be increased)
in connection with a transfer pursuant to Section 2.16(d).

     

    “Parent” means CCH I,
CIH, Charter Holdings, CCHC, Charter Communications Holding Company, LLC, CCI
and/or any direct or indirect Subsidiary of the foregoing 100% of the Capital
Stock of which is owned directly or indirectly by one or more of the foregoing
Persons, as applicable, and that directly or indirectly beneficially owns 100%
of the Capital Stock of the Company, and any successor Person to any of the
foregoing.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Parent Guarantor”
means any Parent that executes a Note Guarantee in accordance with the
provisions of this Indenture, and their respective successors and
assigns.

     

    “Participant” means,
with respect to the Depositary, Euroclear or Clearstream, a Person who has an
account with the Depositary, Euroclear or Clearstream, respectively (and, with
respect to DTC, shall include Euroclear and Clearstream).

     

    “Permanent Regulation S
Global Note” means a Regulation S Global Note that does not bear the
Temporary Regulation S Legend.

     

    “Permitted
Investments” means:

     

    (1) any
Investment by the Company in a Restricted Subsidiary thereof, or any Investment
by a Restricted Subsidiary of the Company in the Company or in another
Restricted Subsidiary of the Company;

     

    (2) any
Investment in Cash Equivalents;

     

    (3) any
Investment by the Company or any of its Restricted Subsidiaries in a Person, if
as a result of such Investment:

     

    (a) such
Person becomes a Restricted Subsidiary of the Company; or

     

    (b) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
or a Restricted Subsidiary of the Company;

     

    (4) any
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section
4.11;

     

    (5) any Investment made out of the net cash
proceeds of the issue and sale (other than to a Subsidiary of the Company) of
Equity Interests (other than Disqualified Stock) of the Company or cash
contributions to the common equity of the Company, in each case after the Issue
Date, to the extent that such net cash proceeds have not been applied to make a
Restricted Payment or to effect other transactions pursuant to Section 4.07
hereof (with the amount of usage of the basket in this clause (5) being
determined net of the aggregate amount of principal, interest, dividends,
distributions, repayments, proceeds or other value otherwise returned or
recovered in respect of any such Investment, but not to exceed the initial
amount of such Investment);

     

    (6) other Investments (which Investments
shall not be used for the payment of dividends or distributions with respect to
Equity Interests of the Company or for the repayment, prepayment, purchase,
defeasance or other retirement of indebtedness that is subordinated in right of
payment to the Notes) in any Person (other than any Parent) having an aggregate
fair market value, when taken together with all other Investments in any Person
made by the Company and its Restricted Subsidiaries 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

      (without
duplication) pursuant to this clause (6) from and after the Issue Date, not to
exceed $650 million (initially measured on the date each such Investment was
made and without giving effect to subsequent changes in value, but reducing the
amount outstanding by the aggregate amount of principal, interest, dividends ,
distributions, repayments, proceeds or other value otherwise returned or
recovered in respect of any such Investment, but not to exceed the initial
amount of such Investment) at any one time outstanding;

    

     

    (7) Investments in customers and suppliers
in the ordinary course of business which either (A) generate accounts receivable
or (B) are accepted in settlement of bona fide disputes;

     

    (8) Investments consisting of payments by
the Company or any of its subsidiaries of amounts that are neither dividends nor
distributions but are payments of the kind described in Section 4.07(4) to the
extent such payments constitute Investments;

     

    (9) regardless of whether a Default then
exists, Investments in any Unrestricted Subsidiary made by the Company and/or
any of its Restricted Subsidiaries with the proceeds of distributions from any
Unrestricted Subsidiary; and

     

    (10) any
Investment by the Company or any of its Restricted Subsidiaries so long as the
proceeds of such Investment are used to pay Specified Fees and
Expenses.

     

     “Permitted Liens”
means:

     

    (1) Liens on
the assets of the CCOH Group securing CCOH Group Indebtedness and related
Obligations;

     

    (2) Liens on
property of a Person existing at the time such Person is merged with or into or
consolidated with the Company; provided that such Liens were in existence prior
to the contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company and related assets, such as the proceeds thereof;

     

    (3) Liens on
property existing at the time of acquisition thereof by the Company; provided
that such Liens were in existence prior to the contemplation of such
acquisition;

     

    (4) Liens to
secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary
course of business;

     

    (5) purchase
money mortgages or other purchase money Liens (including any Capital Lease
Obligations) incurred by the Company upon any fixed or capital assets acquired
after the Issue Date or purchase money mortgages (including 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

      Capital
Lease Obligations) on any such assets, whether or not assumed, existing at the
time of acquisition of such assets, whether or not assumed, so long
as

    

     

    (a) such
mortgage or Lien does not extend to or cover any of the assets of the Company,
except the asset so developed, constructed, or acquired, and directly related
assets such as enhancements and modifications thereto, substitutions,
replacements, proceeds (including insurance proceeds), products, rents and
profits thereof, and

     

    (b) such
mortgage or Lien secures the obligation to pay all or a portion of the purchase
price of such asset, interest thereon and other charges, costs and expenses
(including the cost of design, development, construction, acquisition,
transportation, installation, improvement, and migration) and is incurred in
connection therewith (or the obligation under such Capital Lease Obligation)
only;

     

    (6) Liens
existing on the Issue Date and replacement Liens therefor that do not encumber
additional property;

     

    (7) Liens for
taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor;

     

    (8) statutory
and common law Liens of landlords and carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen or other similar Liens arising in the ordinary
course of business and with respect to amounts not yet delinquent or being
contested in good faith by appropriate legal proceedings promptly instituted and
diligently conducted and for which a reserve or other appropriate provision, if
any, as shall be required in conformity with GAAP shall have been
made;

     

    (9) Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security;

     

    (10) Liens
incurred or deposits made to secure the performance of tenders, bids, leases,
statutory or regulatory obligation, bankers’ acceptance, surety and appeal
bonds, government contracts, performance and return-of-money bonds and other
obligations of a similar nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money);

     

    (11) easements,
rights-of-way, municipal and zoning ordinances and similar charges,
encumbrances, title defects or other irregularities that do not materially
interfere with the ordinary course of business of the Company or any of its
Restricted Subsidiaries;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (12) Liens of
franchisors or other regulatory bodies arising in the ordinary course of
business;

     

    (13) Liens
arising from filing Uniform Commercial Code financing statements regarding
leases or other Uniform Commercial Code financing statements for precautionary
purposes relating to arrangements not constituting Indebtedness;

     

    (14) Liens
arising from the rendering of a final judgment or order against the Company or
any of its Restricted Subsidiaries that does not give rise to an Event of
Default;

     

    (15) Liens
securing reimbursement obligations with respect to letters of credit that
encumber documents and other property relating to such letters of credit and the
products and proceeds thereof;

     

    (16) Liens
encumbering customary initial deposits and margin deposits, and other Liens that
are within the general parameters customary in the industry and incurred in the
ordinary course of business, in each case, securing Indebtedness under Hedging
Obligations and forward contracts, options, future contracts, future options or
similar agreements or arrangements designed solely to protect the Company or any
of its Restricted Subsidiaries from fluctuations in interest rates, currencies
or the price of commodities;

     

    (17) Liens
consisting of any interest or title of licensor in the property subject to a
license;

     

    (18) Liens on
the Capital Stock of Unrestricted Subsidiaries;

     

    (19) Liens
arising from sales or other transfers of accounts receivable which are past due
or otherwise doubtful of collection in the ordinary course of
business;

     

    (20) Liens
incurred with respect to obligations which in the aggregate do not exceed $50
million at any one time outstanding;

     

    (21) Liens in
favor of the Trustee arising under the provisions of Section 7.07 of this
Indenture and similar provisions in favor of trustees or other agents or
representatives under indentures or other agreements governing debt instruments
entered into after the date hereof;

     

    (22) Liens in
favor of the Trustee for its benefit and the benefit of Holders as their
respective interests appear; and

     

    (23) Liens
securing Permitted Refinancing Indebtedness, to the extent that the Indebtedness
being refinanced was secured or was permitted to be secured by such
Liens.

     

    “Permitted Refinancing
Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are
used, within 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

      60 days
after the date of issuance thereof, to extend, refinance, renew, replace,
defease or refund, other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that unless
permitted otherwise by this Indenture, no Indebtedness of any Restricted
Subsidiary may be issued in exchange for, nor may the net proceeds of
Indebtedness be used to extend, refinance, renew, replace, defease or refund,
Indebtedness of the Company; provided further that:

    

     

    (1) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount of (or accreted
value, if applicable), plus accrued interest and premium, if any, on the
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
(plus the amount of reasonable expenses incurred in connection therewith),
except to the extent that any such excess principal amount (or accreted value,
as applicable) would be then permitted to be incurred by other provisions of
Section 4.10;

     

    (2) such
Permitted Refinancing Indebtedness has a final maturity date no earlier than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and

     

    (3) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.

     

    “Person” means any
individual, corporation, partnership, joint venture, association, limited
liability company, joint stock company, trust, unincorporated organization,
government or agency or political subdivision thereof or any other
entity.

     

    “Plan of
Reorganization” means the Plan of Reorganization of Charter
Communications, Inc., et al. dated March 27, 2009 and confirmed by the United
States Bankruptcy Court for the Southern District of New York on November 17,
2009.

     

    “Preferred Stock,” as
applied to the Capital Stock of any Person, means Capital Stock of any class or
classes (however designated) which, by its terms, is preferred as to the payment
of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Person, over shares of Capital
Stock of any other class of such Person.

     

    “Private Placement
Legend” means the legend set forth in Section 2.06(f)(i) to be placed on
all Notes issued under this Indenture except where otherwise permitted by the
provisions of this Indenture.

     

    “Productive Assets”
means assets (including assets of a Person owned directly or indirectly through
ownership of Capital Stock) of a kind used or useful in the Cable Related
Business.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “QIB” means a
“qualified institutional buyer” as defined in Rule 144A.

     

    “QIB Global Note”
means a global note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in an initial denomination that, when aggregated
with the initial denomination of the other QIB Global Notes, will equal the
outstanding principal amount of the Initial Notes or any Initial Additional
Notes, in each case initially sold in reliance on Rule 144A or Section 4(2) of
the Securities Act.

     

    “Qualified Capital
Stock” means any Capital Stock that is not Disqualified
Stock.

     

    “Rating Agencies”
means Moody’s and S&P.

     

    “Refinancing Specified Parent
Indebtedness” means, with respect to Specified Parent Indebtedness, new
Indebtedness incurred by a Parent to refinance (a) such Specified Parent
Indebtedness or (b) Refinancing Specified Parent Indebtedness in respect of such
Specified Parent Indebtedness; provided that while such  new
Indebtedness is outstanding, the Specified Parent Indebtedness being refinanced
(if it had remained outstanding) would continue to qualify as Specified Parent
Indebtedness.

     

    “Registration Rights
Agreement” means the Registration Rights Agreement dated November 30,
2009, between the Issuers and certain investors with respect to the Notes issued
hereunder.

     

     “Regulation S” means
Regulation S promulgated under the Securities Act.

     

    “Regulation S Global
Note” means a global note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in an initial denomination that, when aggregated
with the initial denominations of the other Regulation S Global Notes, will
equal the outstanding principal amount of the Initial Notes or any Initial
Additional Notes, in each case, initially sold in reliance on Rule 903 of
Regulation S.

     

    “Responsible Officer”
means, when used with respect to the Trustee, any officer assigned to the
Corporate Trust Office of the Trustee, including any vice president, assistant
vice president, assistant treasurer, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Indenture, and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer’s knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

     

    “Restricted Definitive
Note” means a Definitive Note bearing the Private Placement
Legend.

     

    “Restricted Global
Note” means a Global Note bearing the Private Placement
Legend.

     

    “Restricted
Investment” means an Investment other than a Permitted
Investment.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Restricted Period”
means the relevant 40-day distribution compliance period as defined in
Regulation S.

     

    “Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person that
is not an Unrestricted Subsidiary.

     

    “Rule 144” means Rule
144 promulgated under the Securities Act.

     

    “Rule 144A” means Rule
144A promulgated under the Securities Act.

     

    “Rule 903” means Rule
903 promulgated under the Securities Act.

     

    “Rule 904” means Rule
904 promulgated under the Securities Act.

     

    “S&P” means
Standard & Poor’s Ratings Service, a division of the McGraw-Hill Companies,
Inc. or any successor to the rating agency business thereof.

     

    “SEC” means the
Securities and Exchange Commission.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Series A Preferred
Stock” means the 15% Series A Preferred Stock of CCI issued pursuant to
the Plan of Reorganization, including any Series A Preferred Stock issued, or
deemed issued pursuant to the terms thereof as they exist on the Issue
Date.

     

    “Significant
Subsidiary” means (a) with respect to any Person, any Restricted
Subsidiary of such Person which would be considered a “Significant Subsidiary”
as defined in Rule 1-02(w) of Regulation S-X under the Securities Act and (b) in
addition, with respect to the Company, Capital Corp.

     

    “Special Interest”
means special or additional interest in respect of the Notes that is payable by
the Issuers as liquidated damages upon specified registration defaults pursuant
to the Registration Rights Agreement.

     

    “Specified Fees and
Expenses” has the meaning assigned to such term in the Plan of
Reorganization.

     

    “Specified Parent
Indebtedness” means Indebtedness incurred by a Parent whose proceeds are
contributed to the Company (whether as an equity investment or in the form of an
exchange for Indebtedness of the Company) and used to benefit the business of
the Company and its Restricted Subsidiaries and not used directly or indirectly
to pay a dividend from the Company; provided that the Company shall, within 5
Business Days of such incurrence, deliver to Trustee an Officers’ Certificate
specifying such Indebtedness as “Specified Parent Indebtedness” and disclosing
the use of proceeds therefrom.

     

    “Stated Maturity”
means, with respect to any installment of interest or principal on any series of
Indebtedness, the date on which such payment of interest or principal was
scheduled to be paid in the documentation governing such Indebtedness on the
Issue Date, or, if none, the 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

      original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

    

     

    “Subsidiary” means,
with respect to any Person:

     

    (1) any
corporation, association or other business entity of which at least 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof) and, in the case of any such entity of which 50% of the
total voting power of shares of Capital Stock is so owned or controlled by such
Person or one or more of the other Subsidiaries of such Person, such Person and
its Subsidiaries also have the right to control the management of such entity
pursuant to contract or otherwise; and

     

    (2) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person, or (b) the only general
partners of which are such Person or of one or more Subsidiaries of such Person
(or any combination thereof).

     

    “Tax” shall mean any
tax, duty, levy, impost, assessment or other governmental charge (including
penalties, interest and any other liabilities related thereto).

     

    “Temporary Regulation S
Global Note” means a Regulation S Global Note that bears the Temporary
Regulation S Legend.

     

    “TIA” or “Trust Indenture Act”
means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in
effect on the date on which this Indenture is qualified under the TIA; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, then “TIA”
means, to the extent required by such amendment, the Trust Indenture Act of 1939
as so amended.

     

    “Transfer Restricted
Notes” means Notes that bear or are required to bear the Private
Placement Legend.

     

    “Treasury Rate” means,
as of the applicable redemption date, the yield to maturity as of such
redemption (or deposit) date of the United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to such redemption (or deposit) date (or, if such
Statistical Release is no longer published, any publicly available source of
similar market date)) most nearly equal to the period from such redemption (or
deposit) date to November 30, 2012; provided, however, that if the period from
such redemption (or deposit) date to November 30, 2012, is less than one year,
the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Trustee” means The
Bank of New York Mellon Trust Company, NA until a successor replaces The Bank of
New York Mellon Trust Company, NA in accordance with the applicable provisions
of this Indenture and thereafter means the successor serving
hereunder.

     

    “Unrestricted Global
Note” means a permanent global note substantially in the form of Exhibit A attached
hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of
Interests in the Global Note” attached thereto, and that is deposited
with or on behalf of and registered in the name of the Depositary, representing
a series of Notes that do not bear the Private Placement Legend.

     

    “Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated by the
Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a
board resolution, but only to the extent that such Subsidiary:

     

    (1) has no
Indebtedness other than Non-Recourse Debt;

     

    (2) is not
party to any agreement, contract, arrangement or understanding with the Company
or any Restricted Subsidiary thereof unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or
such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company unless such terms constitute
Restricted Investments permitted under Section 4.08, Permitted Investments,
Asset Sales permitted under Section 4.11 or sale and leaseback transactions
permitted under Section 4.12;

     

    (3) is a
Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation: (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of
operating results;

     

    (4) has not
guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries;
and

     

    (5) does not
own any Capital Stock of any Restricted Subsidiary of the Company.

     

    Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall
be evidenced to the Trustee by delivering to the Trustee a certified copy of the
board resolution giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the preceding conditions and was
permitted by Section 4.08. If, at any time, any Unrestricted Subsidiary would
fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date and, if such Indebtedness
is not permitted to be incurred as of such date under Section 4.10, the Company
shall be in default of Section 4.10. The Board of Directors of the Company may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation shall be deemed to be an 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    incurrence
of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of
such Unrestricted Subsidiary and such designation shall only be permitted
if:

     

    (1) such
Indebtedness is permitted under Section 4.10 calculated on a pro forma basis as
if such designation had occurred at the beginning of the four-quarter reference
period; and

     

    (2) no
Default or Event of Default would be in existence immediately following such
designation.

     

    “U.S. Person” means a
U.S. person as defined in Rule 902(k) under the Securities Act.

     

    “Voting Stock” of any
Person as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the board of directors or comparable
governing body of such Person.

     

    “Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number
of years obtained by dividing:

     

    (1) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by

     

    (2) the then
outstanding principal amount of such Indebtedness.

     

    “Wholly Owned Restricted
Subsidiary” of any Person means a Restricted Subsidiary of such Person
where all of the outstanding common equity interests or other ownership
interests of such Restricted Subsidiary (other than directors’ qualifying
shares) shall at the time be owned by such Person and/or by one or more Wholly
Owned Restricted Subsidiaries of such Person.

     

    Section
1.02 Other
Definitions.

     

    
      	
              Term

            	 	
              Defined in Section

            
	
              Affiliate
      Transaction

            	 	
              4.13

            
	
              Agent
      Members

            	 	
              2.06(a)

            
	
              Asset
      Sale Offer

            	 	
              3.09

            
	
              Authentication
      Order

            	 	
              2.02

            
	
              Capital
      Corp

            	 	
              Preamble

            
	
              CCOH
      Guaranteed Indebtedness

            	 	
              4.20

            
	
              Change
      of Control Offer

            	 	
              4.16

            
	
              Change
      of Control Payment

            	 	
              4.16

            
	
              Change
      of Control Payment Date

            	 	
              4.16(1)

            
	
              Company

            	 	
              Preamble

            
	
              Covenant
      Defeasance

            	 	
              8.03

            
	
              DTC

            	 	
              2.03

            
	
              Event
      of Default

            	 	
              6.01

            


       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

       

      	Term	 	
              Defined in
      Section

            
	
              Excess
      Proceeds

            	 	
              4.11(c)

            
	
              Guaranteed
      Indebtedness

            	 	
              4.17

            
	
              Incur

            	 	
              4.10

            
	
              Issuers

            	 	
              Preamble

            
	
              Legal
      Defeasance

            	 	
              8.02

            
	
              Offer
      Amount

            	 	
              3.09

            
	
              Offer
      Period

            	 	
              3.09

            
	
              Option
      of Holder to Elect Purchase

            	 	
              4.16(4),
      3.09(f)

            
	
              Paying
      Agent

            	 	
              2.03

            
	
              Payment
      Default

            	 	
              6.01(5)(a)

            
	
              Permitted
      Debt

            	 	
              4.10

            
	
              Preferred
      Stock Financing

            	 	
              4.10

            
	
              Purchase
      Date

            	 	
              3.09

            
	
              QIBs

            	 	
              2.01(b)

            
	
              Registrar

            	 	
              2.03

            
	
              Regulation
      S

            	 	
              2.01(b)

            
	
              Restricted
      Payments

            	 	
              4.07(c)

            
	
              Rule
      144A

            	 	
              2.01(b)

            
	
              Subordinated
      Debt Financing

            	 	
              4.10

            
	
              Subordinated
      Notes

            	 	
              4.10

            
	
              Subsidiary
      Guarantee

            	 	
              4.17(1)

            
	
              Suspended
      Covenants

            	 	
              4.19

            
	
              Temporary
      Regulation S Legend

            	 	
              2.06(g)(iii)

            
	
              Trustee

            	 	
              8.05,
Preamble

            


    

    


     

    Section
1.03 Incorporation by Reference
of Trust Indenture Act.  Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

     

    “indenture
securities” means the Notes;

     

    “indenture
security holder” means a Holder of a Note;

     

    “indenture
to be qualified” means this Indenture;

     

    “indenture
trustee” or “institutional trustee” means the Trustee; and

     

    “obligor”
on the Notes means the Issuers and any successor obligor upon the
Notes.

     

    All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

     

    Section
1.04 Rules of
Construction. Unless
the context otherwise requires:

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (1) a term
has the meaning assigned to it;

     

    (2) an
accounting term not otherwise defined has the meaning assigned to it, and all
accounting determinations shall be made, in accordance with GAAP;

     

    (3) “or” is
not exclusive and “including” means “including without limitation”;

     

    (4) words in
the singular include the plural, and in the plural include the
singular;

     

    (5) all
exhibits are incorporated by reference herein and expressly made a part of this
Indenture;

     

    (6) references
to sections of or rules under the Securities Act shall be deemed to include
substitute, replacement of successor sections or rules adopted by the SEC from
time to time;

     

    (7) references
to any statute, law, rule or regulation shall be deemed to refer to the same as
from time to time amended and in effect and to any successor statute, law, rule
or regulation; and

     

    (8) any
transaction or event shall be considered “permitted by” or made “in accordance
with” or “in compliance with” this Indenture or any particular provision thereof
if such transaction or event is not expressly prohibited by this Indenture or
such provision, as the case may be.

     

    ARTICLE
II

     

    THE
NOTES

     

    Section
2.01 Form and
Dating.

     

    (a) General.  The
Notes and the Trustee’s certificate of authentication shall be substantially in
the form of Exhibit
A hereto. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Initial Notes shall be in denominations of $1.00 and
integral multiples thereof.

     

    The
Global Notes shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee as custodian for the Depositary, and
registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Issuers and authenticated by the Trustee as hereinafter
provided.

     

    Each
Global Note shall represent such of the outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
amount of outstanding Notes

     

    
      
        
        

      

      
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      represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, redemptions and transfers of interests. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee or the Note
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06
hereof.

    

     

    (b) The
Initial Notes issued on the Issue Date are being issued by the Issuers only (i)
to “qualified institutional buyers” (as defined in Rule 144A under the
Securities Act (“Rule
144A”)) (“QIBs”), (ii)
“accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7)
promulgated under the Securities Act) (“Accredited
Investors”) and (iii) pursuant to Section 1145 of the Bankruptcy Code.
Initial Notes that are Transfer Restricted Notes may be transferred (i) to QIBs
in reliance on Rule 144A, (ii) outside the United States pursuant to Regulation
S, (iii) to the Issuers, in each case, in accordance with the terms of this
Indenture and the Notes or (iv) pursuant to other transfers that do not require
registration under the Securities Act. Initial Notes that are offered to QIBs or
Accredited Investors in reliance on Section 4(2) of the Securities Act shall be
issued in the form of (i) one or more permanent QIB Global Notes deposited with
the Trustee, as Note Custodian, duly executed by the Issuers and authenticated
by the Trustee as hereinafter provided, or (ii) or Restricted Definitive Notes.
Initial Notes that are offered pursuant to Section 1145 of the Bankruptcy Code
shall be issued in the form of one or more Unrestricted Global Notes deposited
with the Trustee, as Note Custodian, duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided. The Unrestricted Global
Notes, the Restricted Definitive Notes, and any permanent Global Notes shall
each be issued with separate CUSIP numbers. The aggregate principal amount of
each Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as Note Custodian.

     

    Section
2.01(b) shall apply only to Global Notes deposited with or on behalf of the
Depositary.

     

    (c) The
Trustee shall have no responsibility or obligation to any Holder that is a
member of (or a participant in) DTC or any other Person with respect to the
accuracy of the records of DTC (or its nominee) or of any participant or member
thereof, with respect to any ownership interest in the Notes or with respect to
the delivery of any notice (including any notice of redemption) or the payment
of any amount or delivery of any Notes (or other security or property) under or
with respect to the Notes. The Trustee may rely (and shall be fully protected in
relying) upon information furnished by DTC with respect to its members,
participants and any beneficial owners in the Notes.

     

    (d) Definitive
Notes shall be substantially in the form of Exhibit A attached
hereto (but without including the text referred to in footnotes 2 and 3
thereto).

     

    Section
2.02 Execution and
Authentication.  An
Officer shall sign the Notes for each Issuer by manual or facsimile
signature.

     

    If an
Officer whose signature is on a Note no longer holds that office at the time a
Note is authenticated, the Note shall nevertheless be valid.

     

    
      
        
        

      

      
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    A Note
shall not be valid until authenticated by the manual signature (which may be by
facsimile) of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture. At any time and from time to
time after the execution and delivery of this Indenture, the Issuers may deliver
Notes executed by the Issuers to the Trustee for authentication; and the Trustee
shall authenticate and deliver (i) Initial Notes for original issue in the
aggregate principal amount of $1.00, and (ii) Additional Notes from time to time
for original issue in aggregate principal amount specified by the Issuers, in
each case specified in clauses (i) through (ii) above, upon a written order of
the Issuers signed by an Officer of each of the Issuers (an “Authentication
Order”). Such Authentication Order shall specify the amount of Notes to
be authenticated and the date on which the Notes are to be authenticated,
whether such notes are to be Initial Notes or Additional Notes and whether the
Notes are to be issued as one or more Global Notes and such other information as
the Issuers may include or the Trustee may reasonably request. The aggregate
principal amount of Notes which may be authenticated and delivered under this
Indenture is unlimited.

     

    The
Trustee may appoint an authenticating agent acceptable to the Issuers to
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the
Issuers.

     

    Section
2.03 Registrar and Paying
Agent.  The
Issuers shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an
office or agency where Notes may be presented for payment (“Paying Agent”). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Issuers may appoint one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrar and the term
“Paying Agent” includes any additional paying agent. The Issuers may change any
Paying Agent or Registrar without notice to any Holder. The Issuers shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Issuers fail to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

     

    The
Issuers initially appoint The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.

     

    The
Issuers initially appoint the Trustee to act as the Registrar and Paying Agent
and to act as Note Custodian with respect to the Global Notes.

     

    Section
2.04 Paying Agent to Hold Money
in Trust.  The
Issuers shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and shall notify the Trustee of any
default by the Issuers in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Issuers at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a Subsidiary) shall have no further

     

    
      
        
        

      

      
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      liability
for the money. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for
the Notes.

    

     

    Section
2.05 Holder
Lists. The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with TIA Section 312(a). If the Trustee is not the
Registrar, the Issuers shall furnish to the Trustee at least seven Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the
Issuers shall otherwise comply with TIA Section 312(a).

     

    Section
2.06 Transfer and
Exchange.

     

    (a) Each
Global Note shall (i) be registered in the name of the Depositary for such
Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee
as custodian for such Depositary and (iii) bear legends as set forth in Section
2.06(f).

     

    Members of, or participants in, the
Depositary (“Agent Members”) shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depositary, or the
Trustee as its custodian, or under such Global Note, and the Depositary may be
treated by the Issuers, the Trustee and any agent of the Company or the Trustee
as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the
Trustee or any agent of the Issuers or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Note.

     

    (b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, but
not in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in a Global Note may be transferred in accordance
with Section 2.16 and the rules and procedures of the Depositary. In addition,
Definitive Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests if (i) the Depositary notifies the Issuers that the
Depositary is unwilling or unable to continue as Depositary for the Global Notes
or the Depositary ceases to be a “clearing agency” registered under the Exchange
Act and a successor depositary is not appointed by the Issuers within ninety
(90) days of such notice, (ii) the Issuers at their sole discretion, notify the
Trustee in writing that they elect to cause the issuance of Definitive Notes
under this Indenture or (iii) an Event of Default of which a Responsible Officer
of the Trustee has actual notice has occurred and is continuing and the
Registrar has received a request from the Depositary to issue such Definitive
Notes.

     

    (c) In
connection with the transfer of the entire Global Note to beneficial owners
pursuant to clause (b) of this Section, such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Issuers shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its 

     

    
      
        
        

      

      
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      beneficial
interest in such Global Note an equal aggregate principal amount of Definitive
Notes of authorized denominations.

    

     

    (d) The
registered holder of a Global Note may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.

     

    (e) A
Definitive Note may not be transferred or exchanged for a beneficial interest in
a Global Note unless authorized by the Issuers.

     

    (f) Initial
Notes may be exchanged for Notes having the same terms (other than certain
legends appearing on the face of the Initial Notes) pursuant to the Registration
Rights Agreement or otherwise upon tender to the Issuers if the Issuers so
agree.

     

    (g) Legends.  The
following legends shall appear on the face of all Global Notes and Definitive
Notes issued under this Indenture pursuant to Section 4(2) of the Securities
Act:

     

    (i) Private Placement
Legend.  Except as permitted by Section 2.16, each Global Note
and each Definitive Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following
form:

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE FIRST ANNIVERSARY OF
THE ISSUANCE HEREOF OR (Y) AT ANY TIME BY ANY TRANSFEROR THAT WAS AN AFFILIATE
OF EITHER ISSUER DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH OFFER,
RESALE, PLEDGE OR OTHER TRANSFER, IN EITHER CASE, OTHER THAN (1) TO AN ISSUER,
(2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER, IN EACH CASE, TO WHOM NOTICE IS GIVEN THAT THE OFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (4) TO NON-U.S. PERSONS
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (5) IN ANY OTHER TRANSACTION THAT DOES NOT REQUIRE


     

    
      
        
        

      

      
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    REGISTRATION
UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND SUBJECT TO THE TRUSTEE OR THE ISSUERS RECEIVING SUCH
CERTIFICATES, LEGAL OPINIONS AND OTHER INSTRUMENTS, IN THE CASE OF TRANSFERS
PURSUANT TO CLAUSES (3), (4) OR (5), AS MAY BE REQUIRED BY THE
INDENTURE.

     

    (ii) Global Note
Legend.  Each Global Note shall bear a legend in substantially
the following form:

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE.

     

    (iii) Temporary Regulation S
Legend.  Each Regulation S Global Note shall initially bear a
legend (the “Temporary Regulation S Legend”) in substantially the following
form:

     

    THE
HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS
THAT IF IT IS A PURCHASER IN A SALE THAT OCCURS OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S OF THE SECURITIES ACT, IT ACKNOWLEDGES THAT, UNTIL
EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF
RULE 903 OF REGULATION S, ANY OFFER OR SALE OF THIS NOTE SHALL NOT BE MADE BY IT
TO A U.S. PERSON TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE
MEANING OF RULE 902(k) UNDER THE SECURITIES ACT.

     

    
      
        
        

      

      
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    (h) Cancellation and/or
Adjustment of Global Notes.  At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes
or a particular Global Note has been redeemed, repurchased or canceled in whole
and not in part, each such Global Note shall be returned to or retained and
canceled by the Trustee in accordance with Section 2.11. At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such
increase.

     

    (i) General Provisions Relating
to Transfers and Exchanges.

     

    (i) To permit
registrations of transfers and exchanges, the Issuers shall execute and the
Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’
order or at the Registrar’s request.

     

    (ii) No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Issuers may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.02, 2.10, 3.06, 4.11, 4.16 and
9.05).

     

    (iii) The
Registrar shall not be required to register the transfer of or exchange any Note
or portion of a Note selected for redemption or repurchase in whole or in part,
except the unredeemed or unrepurchased portion of any Note being redeemed or
repurchased in part.

     

    (iv) All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of
the Issuers, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.

     

    (v) The
Issuers shall not be required to register the transfer of or to exchange a Note
(i) for a period of 15 days before a selection of Notes to be redeemed or
repurchased or during the period between a record date and the next succeeding
interest payment date; and (ii) prior to receiving wire instructions or a
registered address for the transferee.

     

    (vi) Prior to
due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Issuers may deem and treat the Person in whose 

     

    
      
        
        

      

      
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    name any
Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Issuers shall be affected by
notice to the contrary.

     

    (vii) The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02.

     

    (viii) All
certifications, certificates and opinions of counsel required to be submitted to
the Registrar pursuant to this Section 2.06 or Section 2.16 to effect a
registration of transfer or exchange may be submitted by facsimile.

     

    (ix) Notwithstanding
anything contained herein, any transfers, replacements or exchanges of Notes,
including as contemplated in this Article II, shall not be deemed to be an
incurrence of Indebtedness.

     

    Section
2.07 Replacement
Notes.  If
any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate a replacement Note if the Trustee’s requirements are
met. If required by the Trustee or the Issuers, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Issuers to protect the Issuers, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The
Issuers may charge for their expenses in replacing a Note.

     

    Every
replacement Note is an additional legally binding obligation of the Issuers and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

     

    Section
2.08 Outstanding
Notes.  The
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions of this Indenture, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

     

    If a Note
is replaced pursuant to Section 2.07, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a
bona fide purchaser.

     

    If the
principal amount of any Note is considered paid under Section 4.01, it ceases to
be outstanding and interest on it ceases to accrue.

     

    If the
Paying Agent (other than an Issuer or a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date plus accrued and unpaid interest to such date, then
on and after that date such Notes shall be deemed to be no longer outstanding
and shall cease to accrue interest.

     

    
      
        
        

      

      
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    Section
2.09 Treasury
Notes.  In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by an Issuer, or by
any Person directly or indirectly controlled by or under direct or indirect
common control with an Issuer or, if the TIA is applicable to this Indenture, to
the extent required by the TIA, any person controlling an Issuer, shall be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee knows are so owned shall be so disregarded.

     

    Section
2.10 Temporary
Notes.  Until
certificates representing Notes are ready for delivery, the Issuers may prepare
and the Trustee, upon receipt of an Authentication Order, shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
certificated Notes but may have variations that the Issuers consider appropriate
for temporary Notes and as shall be reasonably acceptable to the Trustee.
Without unreasonable delay, the Issuers shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes.

     

    Holders
of temporary Notes shall be entitled to all of the benefits of this
Indenture.

     

    Section
2.11 Cancellation.  The
Issuers at any time may deliver Notes to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to
them for registration of transfer, exchange or payment. The Trustee and no one
else shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall dispose of such canceled Notes in
its customary manner. The Issuers may not issue new Notes to replace Notes that
they have paid or that have been delivered to the Trustee for
cancellation.

     

    Section
2.12 Defaulted
Interest.  If
the Issuers default in a payment of interest on the Notes, they shall pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest which interest on defaulted interest shall
accrue until the defaulted interest is deemed paid hereunder, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01. The Issuers shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. The Issuers shall fix or cause to be fixed
each such special record date and payment date; provided that no such special
record date shall be less than 5 days prior to the related payment date for such
defaulted interest. At least 5 days before the special record date, the Issuers
(or, upon the written request of the Issuers, the Trustee in the name and at the
expense of the Issuers) shall mail or cause to be mailed to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.

     

    Section
2.13 Record
Date.  The
record date for purposes of determining the identity of Holders entitled to vote
or consent to any action by vote or consent authorized or permitted under this
Indenture shall be determined as provided for in TIA § 316 (c).

     

    Section
2.14 Computation of
Interest.  Interest
on the Notes shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.

     

    
      
        
        

      

      
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    Section
2.15 CUSIP
Numbers.  The
Issuers in issuing the Notes may use “CUSIP” numbers, and if they do so, the
Trustee shall use such CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP numbers printed in the notice or on the Notes and that
reliance may be placed only on the other identification numbers printed on the
Notes. The Issuers shall promptly notify the Trustee of any change in the CUSIP
numbers.

     

    Section
2.16 Special Transfer
Provisions.  Unless
and until a Transfer Restricted Note is transferred or exchanged under an
effective registration statement under the Securities Act, the following
provisions shall apply:

     

    (a) Transfers to
QIBs.  The following provisions shall apply with respect to the
registration of any proposed transfer of a Transfer Restricted Note to a
QIB:

     

    (i) The
Registrar shall register the transfer of a Transfer Restricted Note by a Holder
to a QIB if such transfer is being made by a proposed transferor who has
provided the Registrar with (a) an appropriately completed certificate of
transfer in the form attached to the Note and (b) a letter substantially in the
form set forth in Exhibit B
hereto.

     

    (ii) If the
proposed transferee is an Agent Member and the Transfer Restricted Note to be
transferred consists of an interest in either a Regulation S Global Note or an
Other Global Note, upon receipt by the Registrar of (x) the items required by
paragraph (i) above and (y) instructions given in accordance with the
Depositary’s and the Registrar’s procedures therefor, the Registrar shall
reflect on its books and records the date and an increase in the principal
amount of the QIB Global Note in an amount equal to the principal amount of the
beneficial interest in the Regulation S Global Note or Other Global Note, as
applicable, to be so transferred, and the Registrar shall reflect on its books
and records the date and an appropriate decrease in the principal amount of such
Regulation S Global Note or Other Global Note, as applicable.

     

    (b) Transfers Pursuant to
Regulation S.  The Registrar shall register the transfer of any
Permanent Regulation S Global Note without requiring any additional
certification. The following provisions shall apply with respect to the
registration of any proposed transfer of a Transfer Restricted Note pursuant to
Regulation S:

     

    (i) The
Registrar shall register any proposed transfer of a Transfer Restricted Note
pursuant to Regulation S by a Holder upon receipt of (a) an appropriately
completed certificate of transfer in the form attached to the Note and (b) a
letter substantially in the form set forth in Exhibit C hereto from
the proposed transferor.

     

    (ii) If the
proposed transferee is an Agent Member and the Transfer Restricted Note to be
transferred consists of an interest in a QIB Global Note or an Other Global
Note, upon receipt by the Registrar of (x) the items required by paragraph (i)
above and (y) instructions given in accordance with the Depositary’s and the
Registrar’s procedures therefor, the Registrar shall reflect on its books and
records the date and an 

     

    
      
        
        

      

      
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    increase
in the principal amount of the Regulation S Global Note in an amount equal to
the principal amount of the beneficial interest in the QIB Global Note or Other
Global Note, as applicable, to be transferred, and the Registrar shall reflect
on its books and records the date and an appropriate decrease in the principal
amount of the QIB Global Note or Other Global Note, as applicable.

     

    (c) Other
Transfers.  The following provisions shall apply with respect
to the registration by the Registrar of any other proposed transfer of a
Transfer Restricted Note that does not require registration under the Securities
Act:

     

    (i) The
Registrar shall register such transfer if it is being made by a proposed
transferor who has provided the Registrar with (a) an appropriately completed
certificate of transfer in the form attached to the Note and (b) a legal opinion
from a law firm of nationally recognized standing to the effect that such
transfer does not require registration under the Securities Act.

     

    (ii) Subject
to clause (iii) below, if the proposed transferee is an Agent Member and the
Transfer Restricted Note to be transferred consists of an interest in either a
QIB Global Note or a Regulation S Global Note, upon receipt by the Registrar of
(x) the items required by paragraph (i) above and (y) instructions given in
accordance with the Depositary’s and the Registrar’s procedures therefor, the
Registrar shall reflect on its books and records the date and an increase in the
principal amount of the Other Global Note in an amount equal to the principal
amount of the beneficial interest in the QIB Global Note or the Regulation S
Global Note, as applicable, to be so transferred, and the Registrar shall
reflect on its books and records the date and an appropriate decrease in the
principal amount of such QIB Global Note or Regulation S Global Note or, as
applicable.

     

    (iii) In
connection with the first transfer pursuant to this Section 2.16(c), an Other
Global Note shall be issued in the form of a permanent Global Note substantially
in the form set forth in Exhibit A deposited
with the Trustee, as Note Custodian, duly executed by the Issuers and
authenticated by the Trustee as herein provided. The Other Global Note shall be
issued with its own CUSIP number. The aggregate principal amount of the Other
Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as Note Custodian.

     

    (d) Private Placement
Legend.  Upon the transfer, exchange or replacement of Notes
not bearing the Private Placement Legend, the Registrar shall deliver Notes that
do not bear the Private Placement Legend. Upon the transfer, exchange or
replacement of Transfer Restricted Notes, the Registrar shall deliver only
Transfer Restricted Notes unless either (i) the circumstances contemplated in
Section 2.18 exist, or (ii) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Issuers and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities
Act.

     

    (e) General.  By
its acceptance of any Transfer Restricted Note, each Holder of such a Note
acknowledges the restrictions on transfer of such Note set forth in this
Indenture 

     

    
      
        
        

      

      
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      and in
the Private Placement Legend and agrees that it shall transfer such Note only as
provided in this Indenture.

    

     

    The
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Section 2.16.

     

    Section
2.17 Issuance of Additional
Notes.  The
Issuers shall be entitled to issue Additional Notes under this Indenture that
shall have identical terms as the Initial Notes, other than with respect to the
date of issuance, issue price and amount of interest payable on the first
interest payment date applicable thereto (and, if such Additional Notes shall be
issued in the form of Transfer Restricted Notes, other than with respect to
transfer restrictions, the Registration Rights Agreement and additional interest
with respect thereto). The Initial Notes and any Additional Notes shall be
treated as a single class for all purposes under this Indenture.

     

    With
respect to any Additional Notes, the Issuers shall set forth in a resolution of
each of their Boards of Directors and in an Officers’ Certificate, a copy of
each of which shall be delivered to the Trustee, the following
information:

     

    (i) the
aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;

     

    (ii) the issue
price, the date on which such Additional Notes shall be issued, the CUSIP
number, the first interest payment date and the amount of interest payable on
such first interest payment date applicable thereto and the date from which
interest shall accrue; and

     

    (iii) whether
such Additional Notes shall be Transfer Restricted Notes.

     

    Section
2.18 Temporary Regulation S
Global Notes.  An
owner of a beneficial interest in a Temporary Regulation S Global Note (or a
Person acting on behalf of such an owner) may provide to the Trustee (and the
Trustee shall accept) a duly completed certificate in the form of Exhibit D hereto at
any time after the Restricted Period (it being understood that the Trustee shall
not accept any such certificate during the Restricted Period). Promptly after
acceptance of such a certificate with respect to such a beneficial interest, the
Trustee shall cause such beneficial interest to be exchanged for an equivalent
beneficial interest in a Permanent Regulation S Global Note, and shall (x)
permanently reduce the principal amount of such Temporary Regulation S Global
Note by the amount of such beneficial interest and (y) increase the principal
amount of such Permanent Regulation S Global Note by the amount of such
beneficial interest.

     

    Section
2.19 U.S. Federal Income Tax
Forms; Payment Instructions.  Each Holder of a Definitive Note
shall timely furnish the Issuers or their agents any appropriate U.S. federal
income tax form or certification (such as IRS Form W-8BEN, W-8IMY with all
appropriate attachments, W-8ECI, W-8EXP,  or W-9 or any successors to
such forms) that the Issuers or their agents may reasonably request and shall
update or replace such form or certification in accordance with its terms or
subsequent amendments. Each Holder of a Definitive Note acknowledges that the
Issuers may require such certification to permit the Issuers to make payments to
such Holder without withholding (including back-up withholding). If a Holder of
a Definitive Note has provided the Issuers or their agents the appropriate tax
forms pursuant to this 

     

    
      
        
        

      

      
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      Section
2.19, all payments of interest (including Special Interest) shall be made free
and clear of United States withholding tax unless otherwise required by
applicable tax law.  Each Holder of a Definitive Note shall provide
the Issuer wire transfer instructions or an address to which a check for the
applicable payments with respect to Definitive Notes should be
sent.

    

     


    
      
         


      

      
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    ARTICLE
III

     

    REDEMPTION

     

    Section
3.01 Notices to
Trustee.  If
the Issuers elect to redeem Notes pursuant to the optional redemption provisions
of Section 3.07, they shall furnish to the Trustee, at least 30 days but not
more than 60 days before a redemption date, an Officers’ Certificate setting
forth (i) the clause of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.

     

    Section
3.02 Selection of Notes to Be
Redeemed.  If
less than all of the Notes are redeemed or purchased in an offer to purchase at
any time, the Trustee shall select the Notes to be redeemed or purchased among
the Holders of the Notes in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis, by lot or in accordance with any
other method the Trustee considers fair and appropriate. In the event of partial
redemption by lot, the particular Notes to be redeemed shall be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption date by the Trustee from the outstanding Notes not previously called
for redemption.

     

    The
Trustee shall promptly notify the Issuers in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed. No Notes of less than $1.00 shall be
redeemed in part.  Notes and portions of Notes selected shall be in
amounts of $1.00 or whole multiples of $1.00; except that if all of the Notes of
a Holder are to be redeemed, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1.00, shall be redeemed. Except as provided
in the preceding sentence, provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for
redemption.

     

    Section
3.03 Notice of
Redemption

     

    .  Subject
to the provisions of Section 3.09, at least 30 days but not more than 60 days
before a redemption date, the Issuers shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address.

     

    The
notice shall identify the Notes to be redeemed and shall state:

     

    (a) the
redemption date;

     

    (b) the
redemption price;

     

    (c) if any
Note is being redeemed in part, the portion of the principal amount of such Note
to be redeemed and that, after the redemption date upon surrender of such Note,
a new Note or Notes in principal amount equal to the unredeemed portion shall be
issued upon cancellation of the original Note;

     

    (d) the name
and address of the Paying Agent;

     

    
      
        
        

      

      
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    (e) that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;

     

    (f) that,
unless the Issuers default in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption
date;

     

    (g) the
paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and

     

    (h) that no
representation is made as to the correctness or accuracy of the CUSIP number, if
any, listed in such notice or printed on the Notes.

     

    At the
Issuers’ request, the Trustee shall give the notice of redemption in the
Issuers’ name and at their expense; provided, however, that each of
the Issuers shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

     

    Section
3.04 Effect of Notice of
Redemption.  Once
notice of redemption is mailed in accordance with Section 3.03, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may be conditional.

     

    Section
3.05 Deposit of Redemption
Price.  At
or prior to 10:00 a.m., New York City time, on the redemption date, the Issuers
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Issuers any
money deposited with the Trustee or the Paying Agent by the Issuers in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

     

    If the
Issuers comply with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on the Notes or the portions of
Notes called for redemption. Notwithstanding anything herein to the contrary, if
a Note is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered on the redemption
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Issuers to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01.

     

    Section
3.06 Notes Redeemed in
Part.  Upon
surrender of a Note that is redeemed in part, the Issuers shall issue and, upon
the Issuers’ written request, the Trustee shall authenticate for the Holder at
the expense of the Issuers a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

     

    Section
3.07 Optional
Redemption.

     

    
      
        
        

      

      
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    (a) Except as
set forth in clauses (b) and (c) of this Section 3.07, the Issuers shall not
have the option to redeem the Notes pursuant to this Section 3.07 prior to
November 30, 2012. On or after November 30, 2012, the Issuers shall have the
option to redeem the Notes, in whole or in part, upon not less than 30 nor more
than 60 days’ notice, at the applicable redemption prices (expressed as
percentages of the principal amount of the Notes) set forth below plus accrued
and unpaid interest thereon, if any, to the applicable redemption date, if
redeemed during the twelve-month period beginning on November 30, 2012 of the
years indicated below:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2012

            	 	 	106.75	%
	
              2013

            	 	 	103.375	%
	
              2014

            	 	 	101.6875	%
	
              2015
      and thereafter

            	 	 	100.000	%


    

     

    (b) Notwithstanding
the provisions of clause (a) of this Section 3.07, at any time prior to November
30, 2012, the Issuers may, on any one or more occasions, redeem up to 35% of the
original aggregate principal amount of the Notes (including the principal amount
of any Additional Notes) issued under this Indenture on a pro rata basis (or
nearly as pro rata as practicable) at a redemption price of 113.50% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided
that:

     

    (i) at least
65% of the original aggregate principal amount of Notes (including the principal
amount of any Additional Notes) issued under this Indenture must remain
outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Issuers and their Subsidiaries); and

     

    (ii) the
redemption must occur within 60 days of the date of the closing of such Equity
Offering.

     

    (c) Notwithstanding the provisions
of clause (a) of this Section 3.07, at any time prior to November 30, 2012, the
Notes may be redeemed, in whole or in part, at the option of the Company upon
not less than 30 nor more than 60 days’ prior notice mailed by first-class mail
to each Holder’s registered address, at a redemption price equal to 100% of the
principal amount of such Notes redeemed plus the relevant Applicable Premium as
of, and accrued and unpaid interest and Special Interest, if any, to, the
applicable redemption date, subject to the right of holders of record on the
relevant record date to receive interest due on the relevant Interest Payment
Date.

     

    Any
redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Section 3.01 through 3.06.

     

    Section
3.08 Mandatory Redemption or
Repurchase.  Except
as otherwise provided in Section 4.11 or Section 4.16 below, the Issuers shall
not be required to make mandatory redemption payments with respect to the Notes
or be required to repurchase any Notes.

     

    
      
        
        

      

      
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    Section
3.09 Offer to Purchase by
Application of Excess Proceeds. In the
event that the Issuers shall be required to commence an offer to all Holders to
purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”),
they shall follow the procedures specified below.

     

    The Asset
Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is
required by applicable law (the “Offer Period”). No
later than five Business Days after the termination of the Offer Period (any
such date of purchase, the “Purchase Date”), the
Issuers shall purchase the principal amount of Notes required to be purchased
pursuant to Section 4.11 (the “Offer Amount”) or, if
less than the Offer Amount has been tendered, all Notes tendered in response to
the Asset Sale Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made. Unless the Issuers default in making
such payment, any Note accepted for payment pursuant to the Asset Sale Offer
shall cease to accrue interest after the Purchase Date.

     

    The
Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act
(or any successor rules) and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Section 3.09, the Issuers’ compliance with such laws and
regulations shall not in and of itself cause a breach of their obligations under
this Section 3.09.

     

    Notwithstanding
anything to the contrary in this Indenture, if the Purchase Date is on or after
an interest record date and on or before the related interest payment date, any
accrued and unpaid interest shall be paid to the Person in whose name a Note is
registered on the Purchase Date.

     

    Upon the
commencement of an Asset Sale Offer the Issuers shall send, by first class mail,
a notice to the Trustee and each of the Holders, with a copy faxed to the
Trustee. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset
Sale Offer shall be made to all Holders. The notice, which shall govern the
terms of the Asset Sale Offer, shall state:

     

    (a) that the
Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11
and the length of time the Asset Sale Offer shall remain open;

     

    (b) the Offer
Amount, the purchase price and the Purchase Date;

     

    (c) that any
Note not tendered or accepted for payment shall continue to accrue
interest;

     

    (d) that,
unless the Issuers default in making such payment, any Note accepted for payment
pursuant to the Asset Sale Offer shall cease to accrue interest after the
Purchase Date;

     

    (e) that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in integral multiples of $1.00 only;

     

    
      
        
        

      

      
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    (f) that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Note completed, or transfer by book-entry
transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying
Agent at the address specified in the notice at least three Business Days before
the Purchase Date;

     

    (g) that
Holders shall be entitled to withdraw their election if the Issuers, the
depositary or the Paying Agent, as the case may be, receives, not later than the
expiration of the Offer Period, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the Note
the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased;

     

    (h) that, if
the aggregate principal amount of Notes surrendered by Holders exceeds the Offer
Amount, the Issuers shall select the Notes to be purchased on a pro rata basis
(with such adjustments as may be deemed appropriate by the Issuers so that only
Notes in denominations of $1.00, or integral multiples thereof, shall be
purchased); and

     

    (i) that
Holders whose Notes were purchased only in part shall be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).

     

    On or
before the Purchase Date, the Issuers shall, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes
or portions thereof tendered pursuant to the Asset Sale Offer or if less than
the Offer Amount has been tendered, all Notes tendered, and shall deliver to the
Trustee an Officers’ Certificate stating that such Notes or portions thereof
were accepted for payment by the Issuers in accordance with the terms of this
Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may
be, shall promptly (but in any case not later than five days after the Purchase
Date) mail or deliver to each tendering Holder an amount equal to the purchase
price of the Notes tendered by such Holder and accepted by the Issuers for
purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon
written request from the Issuers, shall authenticate and mail or deliver such
new Note to such Holder, in a principal amount equal to any unpurchased portion
of the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Issuers to the Holder thereof. The Issuers shall publicly
announce the results of the Asset Sale Offer on the Purchase Date.

     

    ARTICLE
IV

     

    COVENANTS

     

    Section
4.01 Payment of
Notes.  The
Issuers shall pay or cause to be paid the principal, premium, if any, and
interest on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest shall be considered paid on the date
that the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds
as of 10:00 a.m. New York City time on such date money deposited by, or on
behalf of, the Issuers in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then


     

    
      
        
        

      

      
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      due. The
Issuers shall pay all Special Interest, if any, in the same manner on the dates
and in the amounts set forth in the Registration Rights
Agreement.

    

     

    The
Issuers shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the then applicable interest
rate on the Notes; they shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

     

    Section
4.02 Maintenance of Office or
Agency.  The
Issuers shall maintain an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Issuers in respect of the Notes and this
Indenture may be served. The Issuers shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Issuers shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

     

    The
Issuers may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations. The Issuers shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or
agency.

     

    The
Issuers hereby designate The Bank of New York Mellon Trust Company, NA, at 2
North LaSalle Street, Suite 1020; Chicago, Illinois 60602; Attn: Corporate Trust
Department, as one such office or agency of the Issuers in accordance with
Section 2.03.

     

    Section
4.03 Reports.

     

    (a) Whether
or not required by the SEC, so long as any Notes are outstanding, the Issuers
shall furnish to the Holders of Notes, within the time periods specified in the
SEC’s rules and regulations:

     

    (1) all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuers were
required to file such forms, including a “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” section and, with respect to
the annual information only, a report on the annual consolidated financial
statements of the Company of its independent public accountants;
and

     

    (2) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Issuers were required to file such reports.

     

    (b) Notwithstanding
anything contained herein, so long as CCI or another entity that is a guarantor
of the Notes and is a Parent, consolidated reports at such Parent level in a
manner consistent with that described in this Section 4.03 for the Company shall
satisfy this 

     

    
      
        
        

      

      
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      Section
4.03; provided that (x) such reports at such Parent level do not reflect the
financial information or assets of any material operations other than those of
the Issuers and their Subsidiaries; (y) such Parent includes in its reports
information about the Company that is required to be provided by a parent
guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of
Regulation S-X or any successor rule then in effect; and (z) such reports
include reasonably detailed information regarding the outstanding Indebtedness
and preferred stock (including, without limitation, any such instruments held by
Parents or their Subsidiaries) of the Company.

    

     

    For any
fiscal quarter or fiscal year at the end of which Subsidiaries of the Company
are Unrestricted Subsidiaries, the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in Management’s Discussion and Analysis of Financial Condition and
Results of Operations, of the financial condition and results of operations of
the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

     

    In
addition, after effectiveness of a registration statement registering either the
exchange or the resale of the Initial Notes, whether or not required by the SEC,
the Issuers shall file a copy of all of the information and reports referred to
in clauses (1) and (2) above with the SEC for public availability within the
time periods specified in the SEC’s rules and regulations, unless the SEC will
not accept such a filing, and make such information available to securities
analysts and prospective investors upon request.

     

    Section
4.04 Compliance
Certificate.

     

    (a) The
Issuers shall deliver to the Trustee, within 90 days after the end of each
fiscal year, an Officers’ Certificate stating that a review of the activities of
the Issuers and their Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers with a view to determining
whether the Issuers have kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Issuers
have kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and are not in default in the performance or observance of any
of the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Issuers are
taking or propose to take with respect thereto).

     

    (b) The
Issuers shall, so long as any of the Notes are outstanding, deliver to the
Trustee, forthwith upon any Officer becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default
and what action the Issuers are taking or propose to take with respect
thereto.

     

    Section
4.05 Taxes.  The
Company shall pay, and shall cause each of its Restricted Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the 

     

    
      
        
        

      

      
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      failure
to effect such payment is not likely to result in a material adverse effect on
the Company and its Restricted Subsidiaries taken as a whole.

    

     

    Section
4.06 Stay, Extension and Usury
Laws.  Each
of the Issuers covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and each of the Issuers (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it shall not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
has been enacted.

     

    Section
4.07 Restricted
Payments.  The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:

     

    (a) declare
or pay any dividend or make any other payment or distribution on account of its
or any of its Restricted Subsidiaries’ Equity Interests (including any payment
in connection with any merger or consolidation involving the Company or any of
its Restricted Subsidiaries) or to the direct or indirect holders of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests in their
capacity as such (other than dividends or distributions payable (x) solely in
Equity Interests (other than Disqualified Stock) of the Company or (y) in the
case of the Company and its Restricted Subsidiaries, to the Company or a
Restricted Subsidiary thereof);

     

    (b) purchase,
redeem or otherwise acquire or retire for value (including in connection with
any merger or consolidation involving the Company or any of its Restricted
Subsidiaries) any Equity Interests of the Company or any direct or indirect
Parent of the Company or any Restricted Subsidiary of the Company (other than,
in the case of the Company and its Restricted Subsidiaries, any such Equity
Interests owned by the Company or any of its Restricted Subsidiaries);
or

     

    (c) make any
payment on or with respect to, or purchase, redeem, defease or otherwise acquire
or retire for value, any Indebtedness of the Company that is subordinated in
right of payment to the Notes, except a payment of interest or principal at the
Stated Maturity thereof (all such payments and other actions set forth in
clauses (a) through (c) above are collectively referred to as “Restricted
Payments”), unless, at the time of and after giving effect to such
Restricted Payment:

     

    (1) no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; and

     

    (2) the
Company would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of
the applicable quarter period, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio test set forth in the
first paragraph of Section 4.10; and such Restricted Payment, together with the
aggregate amount of all 

     

    
      
        
        

      

      
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    other
Restricted Payments made by the Company and its Restricted Subsidiaries from and
after the Issue Date (excluding Restricted Payments permitted by clauses (2),
(3), (4), (5), (6), (7) or (10) of the next succeeding paragraph), shall not
exceed, at the date of determination, the sum of the following:

     

    (a) an amount
equal to 100% of the Consolidated EBITDA of the Company for the period beginning
on the first day of the fiscal quarter immediately preceding the Issue Date to
the end of the Company’s most recently ended full fiscal quarter for which
internal financial statements are available, taken as a single accounting
period, less the product of 1.3 times the Consolidated Interest Expense of the
Company for such period, plus

     

    (b) an amount
equal to 100% of Capital Stock Sale Proceeds less any amount of such Capital
Stock Sale Proceeds used in connection with an Investment made on or after the
Issue Date pursuant to clause (5) of the definition of “Permitted
Investments.”

     

    So long
as no Default has occurred and is continuing or would be caused thereby, the
preceding provisions shall not prohibit:

     

    (1) the
payment of any dividend within 60 days after the date of declaration thereof, if
at said date of declaration such payment would have complied with the provisions
of this Indenture;

     

    (2) the
redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness of the Company in exchange for, or out of the net
proceeds of, the substantially concurrent sale (other than to a Subsidiary of
the Company) of Equity Interests of the Company (other than Disqualified Stock);
provided that the amount of any such net cash proceeds that are utilized for any
such redemption, repurchase, retirement, defeasance or other acquisition shall
be excluded from clause (3)(b) of the preceding paragraph;

     

    (3) the
defeasance, redemption, repurchase or other acquisition of subordinated
Indebtedness of the Company or any of its Restricted Subsidiaries with the net
cash proceeds from an incurrence of Permitted Refinancing
Indebtedness;

     

    (4) regardless
of whether a Default then exists, the payment of any dividend or distribution
made in respect of any calendar year or portion thereof during which the Company
or any of its Subsidiaries is a Person that is not treated as a separate tax
paying entity for United States federal income tax purposes by the Company and
its Subsidiaries (directly or indirectly) to the direct or indirect holders of
the Equity Interests of the Company or its Subsidiaries that are Persons that
are treated as a separate tax paying entity for United States federal income tax
purposes, in an amount sufficient to permit each such holder to pay the actual
income taxes (including required estimated tax installments) that are required
to be paid by it with respect to the taxable income of any Parent (through its
direct or indirect ownership of the Company and/or its Subsidiaries), the
Company, its Subsidiaries or any Unrestricted Subsidiary, as applicable, in any


     

    
      
        
        

      

      
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    calendar
year, as estimated in good faith by the Company or its Subsidiaries, as the case
may be;

     

    (5) regardless
of whether a Default then exists, the payment of any dividend by a Restricted
Subsidiary of the Company to the holders of its common Equity Interests on a pro
rata basis;

     

    (6) the
repurchase, redemption or other acquisition or retirement for value, or the
payment of any dividend or distribution to the extent necessary to permit the
repurchase, redemption or other acquisition or retirement for value, of any
Equity Interests of the Company or a Parent of the Company held by any member of
the Company’s, such Parent’s or any Restricted Subsidiary’s management pursuant
to any management equity subscription agreement or stock option agreement
entered into in accordance with the policies of the Company, any Parent or any
Restricted Subsidiary; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests shall not exceed $10
million in any fiscal year of the Issuers;

     

    (7) payment
of fees in connection with any acquisition, merger or similar transaction in an
amount that does not exceed an amount equal to 1.25% of the transaction value of
such acquisition, merger or similar transaction;

     

    (8) Restricted
Payments made in order to pay interest (including accreted or PIK interest) on
(but not principal of) Specified Parent Indebtedness or Refinancing Specified
Parent Indebtedness, so long as the Company, at the time of the making of such
Restricted Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the applicable quarter
period, would have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Leverage Ratio test set forth in the first
paragraph of Section 4.10;

     

    (9) Restricted
Payments directly or indirectly to a Parent of (A) attorneys’ fees, investment
banking fees, accountants’ fees, underwriting discounts and commissions and
other customary fees and expenses actually incurred in connection with any
issuance, sale or incurrence by a Parent of Equity Interests or Indebtedness, or
any exchange of securities or tender for outstanding debt securities, (B) the
costs and expenses of any offer to exchange privately placed securities in
respect of the foregoing for publicly registered securities or any similar
concept having a comparable purpose, or (C) (i) fees, taxes and expenses
required to maintain the corporate existence of a Parent, (ii) income taxes to
the extent such income taxes are attributable to the income of the Company and
its Restricted Subsidiaries and, to the extent of the amount actually received
from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the
extent attributable to the income of the Unrestricted Subsidiaries, provided, however, that in each case
the amount of such payments in any fiscal year does not exceed the amount of
income taxes that the Company and its Restricted Subsidiaries would be required
to pay for such fiscal year were the Company and its Restricted Subsidiaries to
pay such taxes as a stand-alone taxpayer; and (iii) general corporate overhead
and operating expenses for such direct or indirect parent corporation of the
Company to the extent such expenses are attributable to the ownership or
operation of the Company and its Restricted 

     

    
      
        
        

      

      
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      Subsidiaries
(which amounts pursuant to this subclause (C) shall not exceed $25 million in
any fiscal year);

    

     

    (10) payments
contemplated by the Plan of Reorganization, including, without limitation,
Specified Fees and Expenses;

     

    (11) additional
Restricted Payments directly or indirectly to CCH I or any other Parent for the
purpose of enabling CCI to redeem, or pay dividends on, the Series A Preferred
Stock so long as (i) such dividends do not exceed, and (ii) such redemptions do
not exceed, the dividends and liquidation preference,
respectively,  contemplated in the certificate of designation
governing the Series A Preferred Stock as in effect on the Issue Date;
and

     

    (12) additional
Restricted Payments in an aggregate amount of $50 million.

     

    The
amount of all Restricted Payments (other than cash) shall be the fair market
value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or any of its Restricted
Subsidiaries pursuant to the Restricted Payment. The fair market value of any
assets or securities that are required to be valued by this covenant shall be
determined by the Board of Directors of the Company, whose resolution with
respect thereto shall be delivered to the Trustee. Such Board of Directors’
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $100 million.

     

    Not later
than the date of making any Restricted Payment involving an amount or fair
market value in excess of $10 million, the Issuers shall deliver to the Trustee
an Officers’ Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed, together with a copy of any fairness opinion or appraisal
required by this Indenture.

     

    Section
4.08 Investments.  The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:

     

    (1) make any
Restricted Investment; or

     

    (2) allow any
of its Restricted Subsidiaries to become an Unrestricted
Subsidiary,

     

    unless,
in each case:

     

    (a) no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; and

     

    (b) the
Company would, at the time of, and after giving effect to, such Restricted
Investment or such designation of a Restricted Subsidiary as an Unrestricted
Subsidiary, have been permitted to incur at least $1.00 of 

     

    
      
        
        

      

      
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      additional
Indebtedness pursuant to the Leverage Ratio test set forth in the first
paragraph of Section 4.10.

    

     

    An
Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary if such
redesignation would not cause a Default.

     

    Section
4.09 Dividend and Other Payment
Restrictions Affecting Subsidiaries. The
Company shall not, directly or indirectly, create, or permit to exist or become
effective any encumbrance or restriction on the ability of any of its Restricted
Subsidiaries to:

     

    (1) pay
dividends or make any other distributions on its Capital Stock to the Company or
any of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any Indebtedness owed to
the Company or any of its Restricted Subsidiaries;

     

    (2) make
loans or advances to the Company or any of its Restricted Subsidiaries;
or

     

    (3) transfer
any of its properties or assets to the Company or any of its Restricted
Subsidiaries.

     

    However,
the preceding restrictions shall not apply to encumbrances or restrictions
existing under or by reason of:

     

    (1) Existing
Indebtedness, contracts and other instruments as in effect on the Issue Date and
any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof; provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are not materially more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those
contained in the most restrictive Existing Indebtedness, contracts or other
instruments, as in effect on the Issue Date;

     

    (2) applicable
law;

     

    (3) any
instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness was incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired;
provided that,
in the case of Indebtedness, such Indebtedness was permitted by the terms of
this Indenture to be incurred;

     

    (4) customary
non-assignment provisions in leases, franchise agreements and other commercial
agreements entered into in the ordinary course of business;

     

    
      
        
        

      

      
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    (5) purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions on the property so acquired of the nature described in
clause (3) of the preceding paragraph;

     

    (6) any
agreement for the sale or other disposition of Capital Stock or assets of a
Restricted Subsidiary of the Company that restricts distributions by such
Restricted Subsidiary pending such sale or other disposition;

     

    (7) Permitted
Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially
more restrictive at the time such restrictions become effective, taken as a
whole, than those contained in the agreements governing the Indebtedness being
refinanced;

     

    (8) Liens
securing Indebtedness or other obligations otherwise permitted to be incurred
under Section 4.14 that limit the right of the Company or any of its Restricted
Subsidiaries to dispose of the assets subject to such Lien;

     

    (9) provisions
with respect to the disposition or distribution of assets or property in joint
venture agreements and other similar agreements entered into in the ordinary
course of business;

     

    (10) restrictions
on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business;

     

    (11) restrictions
contained in the terms of Indebtedness or Preferred Stock permitted to be
incurred under Section 4.10; provided that such
restrictions are not materially more restrictive, taken as a whole, than the
terms contained in the most restrictive, together or individually, of the Credit
Facilities and other Existing Indebtedness as in effect on the Issue Date;
and

     

    (12) restrictions
that are not materially more restrictive, taken as a whole, than customary
provisions in comparable financings and that the management of the Company
determines, at the time of such financing, will not materially impair the
Issuers’ ability to make payments as required under the Notes.

     

    Section
4.10 Incurrence of Indebtedness
and Issuance of Preferred Stock.  The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any Indebtedness (including Acquired Debt) and the
Company shall not issue any Disqualified Stock and shall not permit any of its
Restricted Subsidiaries to issue any shares of Disqualified Stock or Preferred
Stock, provided that the Company or any of its Restricted Subsidiaries may incur
Indebtedness, the Company may issue Disqualified Stock and, subject to the final
paragraph of this covenant below, Restricted Subsidiaries of the Company may
issue Preferred Stock if the Leverage Ratio of the Company and its Restricted
Subsidiaries would have been not greater than 5.75 to 1.0 determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been incurred, or the Disqualified Stock
or 

     

    
      
        
        

      

      
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      Preferred
Stock had been issued, as the case may be, at the beginning of the most recently
ended fiscal quarter.

    

     

    So long
as no Event of Default under Section 6.01(1), (2), (7) or (8) shall have
occurred and be continuing, after giving effect to the incurrence thereof (and
the use of proceeds therefrom), the first paragraph of this covenant shall not
prohibit the incurrence of any of the following items of Indebtedness
(collectively, “Permitted Debt”):

     

    (1) the
incurrence by the Company and its Restricted Subsidiaries of Indebtedness under
Credit Facilities; provided that the
aggregate principal amount of all Indebtedness of the Company and its Restricted
Subsidiaries outstanding under this clause (1) for all Credit Facilities of the
Company and its Restricted Subsidiaries after giving effect to such incurrence
does not exceed an amount equal to $1.0 billion;

     

    (2) the
incurrence by the Company and its Restricted Subsidiaries of Existing
Indebtedness (including under Credit Facilities);

     

    (3) the
incurrence on the Issue Date by the Company of Indebtedness represented by the
Notes (but not including any Additional Notes);

     

    (4) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any part
of the purchase price or cost of construction or improvement (including the cost
of design, development, construction, acquisition, transportation, installation,
improvement, and migration) of Productive Assets of the Company or any of its
Restricted Subsidiaries, in an aggregate principal amount not to exceed,
together with any related Permitted Refinancing Indebtedness permitted by clause
(5) below, $75 million at any time outstanding:

     

    (5) the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to refund, refinance or replace, in whole or in part, Indebtedness (other than
intercompany Indebtedness) that was permitted by this Indenture to be incurred
under this clause (5), the first paragraph of this covenant or clauses (2), (3)
or (4) of this paragraph;

     

    (6) the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided that:

     

    (a) if the
Company is the obligor on such Indebtedness, such Indebtedness must be expressly
subordinated to the prior payment in full in cash of all Obligations with
respect to the Notes; and

     

    (b) (i) any
subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary thereof and (ii) any sale or other transfer of 

     

    
      
        
        

      

      
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    any such
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence
of such Indebtedness that was not permitted by this clause (6);

     

    (7) the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations that are incurred for the purpose of fixing or hedging interest rate
risk with respect to any floating rate Indebtedness that is permitted by the
terms of this Indenture to be outstanding;

     

    (8) the
guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness
of a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this Section 4.10;

     

    (9) the
incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount at any time outstanding under this
clause (9), not to exceed $300 million; and

     

    (10) the
accretion or amortization of original issue discount and the write up of
Indebtedness in accordance with purchase accounting.

     

    In the
event that an item of proposed Indebtedness (a) meets the criteria of more than
one of the categories of Permitted Debt described in clauses (1) through (10)
above or (b) is entitled to be incurred pursuant to the first paragraph of this
covenant, the Company shall be permitted to classify and from time to time to
reclassify such item of Indebtedness in any manner that complies with this
covenant.  Once any item of Indebtedness is so reclassified, it shall
no longer be deemed outstanding under the category of Permitted Debt where
initially incurred or previously reclassified. For avoidance of doubt,
Indebtedness incurred pursuant to a single agreement, instrument, program,
facility or line of credit may be classified as Indebtedness arising in part
under one of the clauses listed above or under the first paragraph of this
covenant, and in part under any one or more of the clauses listed above, to the
extent that such Indebtedness satisfies the criteria for such
classification.

     

    Notwithstanding
the foregoing, in no event shall any Restricted Subsidiary of the Company
consummate a Subordinated Debt Financing or a Preferred Stock Financing. A
“Subordinated Debt
Financing” or a “Preferred Stock
Financing,” as the case may be, with respect to any Restricted Subsidiary
of the Company shall mean a public offering or private placement (whether
pursuant to Rule 144A under the Securities Act or otherwise) of Subordinated
Notes or Preferred Stock (whether or not such Preferred Stock constitutes
Disqualified Stock), as the case may be, of such Restricted Subsidiary to one or
more purchasers (other than to one or more Affiliates of the Company).
“Subordinated Notes” with respect to any Restricted Subsidiary of the Company
shall mean Indebtedness of such Restricted Subsidiary that is contractually
subordinated in right of payment to any other Indebtedness of such Restricted
Subsidiary (including Indebtedness under Credit Facilities), provided that the
foregoing shall not apply to priority of Liens, including by way of
intercreditor arrangements. The foregoing limitation shall not apply
to:

     

    
      
        
        

      

      
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    (a) any
Indebtedness or Preferred Stock of any Person existing at the time such Person
is merged with or into or becomes a Subsidiary of the Company; provided that
such Indebtedness or Preferred Stock was not incurred or issued in connection
with, or in contemplation of, such Person merging with or into, or becoming a
Subsidiary of, the Company, and

     

    (b) any
Indebtedness or Preferred Stock of a Restricted Subsidiary issued in connection
with, and as part of the consideration for, an acquisition, whether by stock
purchase, asset sale, merger or otherwise, in each case involving such
Restricted Subsidiary, which Indebtedness or Preferred Stock is issued to the
seller or sellers of such stock or assets; provided that such Restricted
Subsidiary is not obligated to register such Indebtedness or Preferred Stock
under the Securities Act or obligated to provide information pursuant to Rule
144A under the Securities Act.

     

     

    Section
4.11 Limitation on Asset
Sales.  The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:

     

    (1) the
Company or such Restricted Subsidiary receives consideration at the time of such
Asset Sale at least equal to the fair market value of the assets or Equity
Interests issued or sold or otherwise disposed of;

     

    (2) such fair
market value is determined by the Board of Directors of the Company and
evidenced by a resolution of such Board of Directors set forth in an Officers’
Certificate delivered to the Trustee; and

     

    (3) at least
75% of the consideration therefor received by the Company or such Restricted
Subsidiary is in the form of cash, Cash Equivalents or readily marketable
securities.

     

    For
purposes of this Section 4.11, each of the following shall be deemed to be
cash:

     

    (a) any
liabilities (as shown on the Company’s or such Restricted Subsidiary’s most
recent balance sheet) of the Company or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Notes) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases the Company or such Restricted
Subsidiary from further liability;

     

    (b) any
securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are converted by the recipient
thereof into cash, Cash Equivalents or readily marketable securities within 180
days after receipt thereof (to the extent of the cash, Cash Equivalents or
readily marketable securities received in that conversion); and

     

    (c) Productive
Assets.

     

    
      
        
        

      

      
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    Within
365 days after the receipt of any Net Proceeds from an Asset Sale, the Company
or a Restricted Subsidiary thereof may apply such Net Proceeds or an amount
equal to such Net Proceeds at its option:

     

    (1) to repay
or otherwise retire or repurchase debt under Credit Facilities or any other
Indebtedness of the Restricted Subsidiaries of the Company (other than
Indebtedness represented solely by a guarantee of a Restricted Subsidiary of the
Company); or

     

    (2) to invest
in Productive Assets; provided that any such amount of Net Proceeds which the
Company or a Restricted Subsidiary thereof has committed to invest in Productive
Assets within 365 days of the applicable Asset Sale may be invested in
Productive Assets within two years of such Asset Sale.

     

    The
amount of any Net Proceeds received from Asset Sales that are not applied or
invested as provided in the preceding paragraph shall constitute “Excess Proceeds.”
When the aggregate amount of Excess Proceeds exceeds $25 million, the Company
shall make an Asset Sale Offer to all Holders of Notes and will repay, redeem or
offer to purchase all other Indebtedness of the Company that is of equal
priority in right of payment with the Notes containing provisions requiring
repayment, redemption or offers to purchase with the proceeds of sales of
assets, to purchase, repay or redeem, on a pro rata basis, the maximum principal
amount of Notes and such other Indebtedness of the Company of equal priority
that may be purchased, repaid or redeemed out of the Excess Proceeds, which
amount includes the entire amount of the Net Proceeds. The offer price in any
Asset Sale Offer shall be payable in cash and equal to 100% of the principal
amount of the subject Notes plus accrued and unpaid interest, if any, to the
date of purchase. If the aggregate principal amount of Notes tendered into such
Asset Sale Offer and such other Indebtedness of equal priority to be purchased,
repaid or redeemed out of the Excess Proceeds exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes tendered into such Asset Sale Offer
and such other Indebtedness of equal priority to be purchased, repaid or
redeemed on a pro rata basis.

     

    If any
Excess Proceeds remain after consummation of an Asset Sale Offer, then the
Company or any Restricted Subsidiary thereof may use such remaining Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. Upon
completion of any Asset Sale Offer, the amount of Excess Proceeds shall be reset
at zero.

     

    In the
event that the Company shall be required to commence an offer to Holders to
purchase Notes pursuant to this Section 4.11, it shall follow the procedures
specified in Sections 3.01 through 3.09.

     

    Section
4.12 Sale and Leaseback
Transactions.  The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
enter into any sale and leaseback transaction; provided that the Company and its
Restricted Subsidiaries may enter into a sale and leaseback transaction
if:

     

    (1) the
Company or such Restricted Subsidiary could have

     

    
      
        
        

      

      
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    (a) incurred
Indebtedness in an amount equal to the Attributable Debt relating to such sale
and leaseback transaction under the Leverage Ratio test in the first paragraph
of Section 4.10 and

     

    (b) incurred
a Lien to secure such Indebtedness pursuant to Section 4.14 or the definition of
Permitted Liens; and

     

    (2) the
transfer of assets in that sale and leaseback transaction is permitted by, and
the Company or such Restricted Subsidiary applies the proceeds of such
transaction in compliance with, Section 4.11.

     

    The
foregoing restrictions shall not apply to a sale and leaseback transaction if
the lease is for a period, including renewal rights, of not in excess of three
years.

     

    Section
4.13 Transactions with
Affiliates.  The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
“Affiliate Transaction”), unless:

     

    (1) such
Affiliate Transaction is on terms, taken as a whole, that are not less favorable
to the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with a Person who is not an Affiliate; and

     

    (2) the
Company delivers to the Trustee:

     

    (a) with
respect to any Affiliate Transaction, or series of related Affiliate
Transactions, involving aggregate consideration given or received by the Company
or any such Restricted Subsidiary in excess of $15 million, a resolution of the
Board of Directors of the Company or CCI set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with this Section 4.13 and
that such Affiliate Transaction has been approved by a majority of the members
of such Board of Directors; and

     

    (b) with
respect to any Affiliate Transaction, or series of related Affiliate
Transactions, involving aggregate consideration given or received by the Company
or any such Restricted Subsidiary in excess of $50 million, an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing.

     

    The
following items shall not be deemed to be Affiliate Transactions and, therefore,
shall not be subject to the provisions of the prior paragraph:

     

    (1) any
existing employment agreement and employee benefit arrangement (including stock
purchase or option agreements, deferred compensation plans, and retirement,
savings or similar plans) entered into by the Company or any of its


     

    
      
        
        

      

      
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    Subsidiaries
and any employment agreement and employee benefit arrangements entered into by
the Company or any of its Restricted Subsidiaries in the ordinary course of
business;

     

    (2) transactions
between or among the Company and/or its Restricted Subsidiaries;

     

    (3) payment
of reasonable directors fees to Persons who are not otherwise Affiliates of the
Company;

     

    (4) customary
indemnification and insurance arrangements in favor of directors and officers,
regardless of affiliation with the Company or any of its Restricted
Subsidiaries;

     

    (5) payment
of Management Fees;

     

    (6) Restricted
Payments that are permitted by Section 4.07 and Restricted Investments that are
permitted by Section 4.08;

     

    (7) Permitted
Investments;

     

    (8) transactions
pursuant to agreements existing on the Issue Date, as in effect on the Issue
Date, or as subsequently modified, supplemented, or amended, to the extent that
any such modifications, supplements or amendments comply with the applicable
provisions of the first paragraph of this Section 4.13;

     

    (9) transactions
contemplated by the Plan of Reorganization, including, without limitation, the
payment of Specified Fees and Expenses;

     

    (10) contributions
to the common equity capital of the Company or the issue or sale of Equity
Interests of the Company;

     

    (11) the
assignment and assumption of contracts (which contracts were entered into prior
to the Issue Date on an arms-length basis in the ordinary course of business of
the relevant Parent, reasonably related to the business of the Company and the
assignment and assumption of which would not result in the incurrence of any
Indebtedness by the Company or any Restricted Subsidiary) to a Restricted
Subsidiary by a Parent; and

     

    (12) transactions
with a Person that would otherwise be deemed Affiliate Transactions solely
because any Issuer or a Restricted Subsidiary owns Equity Interests in such
Person.

     

    Section
4.14 Liens.  The
Company shall not, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind securing Indebtedness or trade payables on any asset
of the Company, whether owned on the Issue Date or thereafter acquired, except
Permitted Liens.

     

    
      
        
        

      

      
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    Section
4.15 Existence.  Subject
to Article 5, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its limited liability company
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Restricted
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Restricted Subsidiaries
(other than Capital Corp), if the Board of Directors of the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Restricted Subsidiaries, taken as a whole,
and that the loss thereof is not likely to result in a material adverse effect
on the Company and its Restricted Subsidiaries taken as a whole.

     

    Section
4.16 Repurchase at the Option of
Holders upon a Change of Control.  If
a Change of Control occurs, each Holder of Notes shall have the right to require
the Issuers to repurchase all or any part (equal to $1.00 in principal amount,
or in either case, an integral multiple thereof) of that Holder’s Notes pursuant
to a “Change of Control Offer.” In the Change of Control Offer, the Issuers
shall offer a “Change of Control Payment” in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest thereon,
if any, to the date of purchase.

     

    Within
ten days following any Change of Control, the Issuers shall mail a notice to
each Holder (with a copy to the Trustee) describing the transaction or
transactions that constitute the Change of Control and stating:

     

    (1) the
purchase price and the purchase date, which shall not exceed 30 Business Days
from the date such notice is mailed (the “Change of Control Payment
Date”);

     

    (2) that any
Note not tendered shall continue to accrue interest;

     

    (3) that,
unless the Issuers default in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest after the Change of Control Payment Date;

     

    (4) that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer shall be required to surrender the Notes, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer
by book-entry transfer, to the Issuers, a depositary, if appointed, or a Paying
Agent at the address specified in the notice prior to the close of business on
the third Business Day preceding the Change of Control Payment
Date;

     

    (5) that
Holders shall be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for 

     

    
      
        
        

      

      
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      purchase,
and a statement that such Holder is withdrawing his election to have the Notes
purchased; and

    

     

    (6) that
Holders whose Notes are being purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $1.00 in principal amount or an
integral multiple thereof.

     

    The
Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act
(or any successor rules) and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.16, the Issuers’ compliance with such laws and
regulations shall not in and of itself cause a breach of their obligations under
this Section 4.16.

     

    On the
Change of Control Payment Date, the Issuers shall, to the extent
lawful:

     

    (1) accept
for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer;

     

    (2) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof so tendered; and

     

    (3) deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Issuers.

     

    Notwithstanding
anything to the contrary in this Indenture, if the Change of Control Payment
Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the
Person in whose name a Note is registered on the Change of Control Payment
Date.

     

    The
Paying Agent shall promptly mail to each Holder of Notes so tendered the Change
of Control Payment for such Notes, and the Trustee shall promptly authenticate
and mail (or cause to be transferred by book entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered,
if any; provided that each such new Note shall be in a principal amount of $1.00
or an integral multiple thereof. The Issuers shall publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

     

    The
provisions described above that require the Issuers to make a Change of Control
Offer following a Change of Control shall be applicable regardless of whether or
not any other provisions in this Indenture are applicable.

     

    Notwithstanding
any other provision of this Section 4.16, the Issuers shall not be required to
make a Change of Control Offer upon a Change of Control if a third party makes
the Change of Control Offer in the manner, at the times and otherwise in
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      set forth
in this Indenture applicable to a Change of Control Offer made by the Issuers
and purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

    

     

    Section
4.17 Limitations on Issuances of
Guarantees of Indebtedness.  The
Company shall not permit any of its Restricted Subsidiaries, directly or
indirectly, to Guarantee or pledge any assets to secure the payment of any other
Indebtedness of the Company (the “Guaranteed Indebtedness”),
unless:

     

    (1) such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture providing for the Guarantee (a “Subsidiary
Guarantee”) of the payment of the Notes by such Restricted Subsidiary,
and

     

    (2) until one
year after all the Notes have been paid in full in cash, such Restricted
Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Company or any other Restricted Subsidiary
thereof as a result of any payment by such Restricted Subsidiary under its
Subsidiary Guarantee;

     

    provided that this
paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary
that existed at the time such Person became a Restricted Subsidiary and was not
incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary.

     

    If the
Guaranteed Indebtedness is subordinated to the Notes, then the Guarantee of such
Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at
least to the extent that the Guaranteed Indebtedness is subordinated to the
Notes.

     

    Any
Subsidiary Guarantee shall terminate upon the release of such guarantor from its
guarantee of the Guaranteed Indebtedness.

     

    Section
4.18 Payments for
Consent.  The
Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any Holder of Notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders of the Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or amendment.

     

    Section
4.19 Application of Fall-Away
Covenants.  During
any period of time that (a) the Notes have Investment Grade Ratings from both
Rating Agencies and (b) no Default or Event of Default has occurred and is
continuing under this Indenture, the Company and its Restricted Subsidiaries
shall not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11,
4.12, 4.13 and clause (d) of Section 5.01 (collectively, the “Suspended
Covenants”).

     

    If the
Company and its Restricted Subsidiaries are not subject to the Suspended
Covenants for any period of time as a result of the previous sentence and,
subsequently, one, or both of the Rating Agencies withdraws its ratings or
downgrades the ratings assigned to the Notes below the required Investment Grade
Ratings or a Default or Event of Default occurs and is continuing, then the
Company and its Restricted Subsidiaries shall thereafter again be subject


     

    
      
        
        

      

      
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      to the
Suspended Covenants. The ability of the Company and its Restricted Subsidiaries
to make Restricted Payments after the time of such withdrawal, downgrade,
Default or Event of Default shall be calculated in accordance with the terms of
Section 4.07 as though such covenant had been in effect during the entire period
of time from the Issue Date.

    

     

    Section
4.20 Anti-Layering
Covenants.

     

    (a) At all
times, CCOH shall be a direct Restricted Subsidiary of the Company or of a
Restricted Subsidiary that Guarantees the Notes on an unsubordinated, full and
unconditional basis.

     

    (b) The
Company shall not permit any members of the CCOH Group to guarantee or otherwise
become an obligor with respect to any Indebtedness (“CCOH Guaranteed
Indebtedness”) of the Company or any Parent or any Subsidiary of a Parent other
than a member of the CCOH Group without Guaranteeing the Notes on an
unsubordinated basis pursuant to Section 4.16 hereof (treating all references
therein to “Guaranteed Indebtedness” as references to “CCOH Guaranteed
Indebtedness”).

     

    (c) The
Company shall not permit any member of the CCOH Group to create a Lien on any of
its assets or properties to secure the repayment of the Indebtedness of the
Company or any Parent or any Subsidiary of a Parent who is not itself a member
of the CCOH Group, unless:

     

    (i) in the
case of Liens securing Indebtedness that is subordinated in right of payment to
the Notes, the Notes are secured by a Lien on such property or assets that is
senior in priority to such Liens;

     

    (ii) and in
all other cases, the Notes are equally and ratably secured;

     

    provided
that any Lien which is granted under this covenant shall be automatically
discharged at the same time as the discharge of the Lien (other than through the
exercise of remedies with respect thereto) that gave rise to the obligation to
so secure the Notes or Guarantees.

     

    ARTICLE
V

     

    SUCCESSORS

     

    Section
5.01 Merger, Consolidation, or
Sale of Assets.  Neither
Issuer may, directly or indirectly, (1) consolidate or merge with or into
another Person (whether or not such Issuer is the surviving Person) or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to another Person;
unless:

     

    (a) either:

     

    (i) such
Issuer is the surviving Person; or

     

    
      
        
        

      

      
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    (ii) the
Person formed by or surviving any such consolidation or merger (if other than
such Issuer) or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made is a Person organized or existing under the
laws of the United States, any state thereof or the District of Columbia,
provided that if the Person formed by or surviving any such consolidation or
merger with such Issuer is a Person other than a corporation, a corporate
co-issuer shall also be an obligor with respect to the Notes;

     

    (b) the
Person formed by or surviving any such consolidation or merger (if other than
such Issuer) or the Person to which such sale, assignment, transfer, conveyance
or other disposition shall have been made assumes all the obligations of such
Issuer under the Notes and this Indenture pursuant to agreements reasonably
satisfactory to the Trustee;

     

    (c) immediately
after such transaction no Default or Event of Default exists; and

     

    (d) such
Issuer or the Person formed by or surviving any such consolidation or merger (if
other than such Issuer) will, on the date of such transaction after giving pro
forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable period,

     

    (x)           be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Leverage Ratio test set forth in the first paragraph of Section 4.10;
or

     

    (y)           have
a Leverage Ratio immediately after giving effect to such consolidation or merger
no greater than the Leverage Ratio immediately prior to such consolidation or
merger.

     

    In
addition, neither of the Issuers may, directly or indirectly, lease all or
substantially all of their properties or assets, in one or more related
transactions, to any other Person. The foregoing clause (d) shall not apply to a
sale, assignment, transfer, conveyance or other disposition of assets between or
among an Issuer and/or any of its Wholly Owned Restricted
Subsidiaries.

     

    Section
5.02 Successor Corporation
Substituted.  Upon
any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of
either Issuer in accordance with Section 5.01, the successor Person formed by
such consolidation or into which either Issuer is merged or to which such
transfer is made shall succeed to and (except in the case of a lease) be
substituted for, and may exercise every right and power of, such Issuer under
this Indenture with the same effect as if such successor Person had been named
therein as such Issuer, and (except in the case of a lease) such Issuer shall be
released from the obligations under the Notes and this Indenture, except with
respect to any obligations that arise from, or are related to, such
transaction.

     

    
      
        
        

      

      
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    ARTICLE
VI

     

    DEFAULTS AND
REMEDIES

     

    Section
6.01 Events of
Default.  Each
of the following is an “Event of Default” with respect to the
Notes:

     

    (1) default
for 30 consecutive days in the payment when due of interest on the
Notes;

     

    (2) default
in payment when due of the principal of or premium, if any, on the
Notes;

     

    (3) failure
by the Company or any of its Restricted Subsidiaries to comply with the
provisions of Sections 4.16 or 5.01;

     

    (4) failure
by the Company or any of its Restricted Subsidiaries for 30 consecutive days
after written notice thereof has been given to the Issuers by the Trustee, or to
the Issuers and the Trustee by Holders of at least 25% of the aggregate
principal amount of the Notes then outstanding, to comply with any of their
other covenants or agreements in this Indenture;

     

    (5) default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the Issue Date, if
that default:

     

    (a) is caused
by a failure to pay at final stated maturity the principal amount of such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”);
or

     

    (b) results
in the acceleration of such Indebtedness prior to its express
maturity,

     

    and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$100 million or more;

     

    (6) failure
by the Company or any of its Restricted Subsidiaries to pay final judgments
which are non-appealable aggregating in excess of $100 million, net of
applicable insurance which has not been denied in writing by the insurer, which
judgments are not paid, discharged or stayed for a period of 60
days;

     

    (7) the
Company or any of its Significant Subsidiaries pursuant to or within the meaning
of any Bankruptcy Law:

     

    
      
        
        

      

      
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    (a) commences
a voluntary case,

     

    (b) consents
to the entry of an order for relief against it in an involuntary
case,

     

    (c) consents
to the appointment of a custodian of it or for all or substantially all of its
property,

     

    (d) makes a
general assignment for the benefit of its creditors; or

     

    (8) a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that:

     

    (a) is for
relief against the Company or any of its Significant Subsidiaries in an
involuntary case;

     

    (b) appoints
a custodian of the Company or any of its Significant Subsidiaries or for all or
substantially all of the property of the Company or any of its Significant
Subsidiaries; or

     

    (c) orders
the liquidation of the Company or any of its Significant
Subsidiaries;

     

    and the
order or decree remains unstayed and in effect for 60 consecutive
days.

     

    If a
Default is deemed to occur solely because a Default (the “Initial Default”)
already existed, then if such Initial Default is cured and is not continuing,
the Default or Event of Default resulting solely because the Initial Default
existed shall be deemed cured, and will be deemed annulled, waived and rescinded
without any further action required.

     

    Section
6.02 Acceleration.  In
the case of an Event of Default arising from clauses (7) or (8) of Section 6.01
with respect to the Company, all outstanding Notes shall become due and payable
immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee by notice to the Issuers or the Holders of
at least 25% in principal amount of the then outstanding Notes by notice to the
Issuers and the Trustee may declare all the Notes to be due and payable
immediately. The Holders of a majority in aggregate principal amount of the
Notes then outstanding by written notice to the Trustee may on behalf of all of
the Holders rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

     

    Section
6.03 Other
Remedies.  If
an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

     

    
      
        
        

      

      
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    The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder of a Note in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.

     

    Section
6.04 Waiver of Existing
Defaults.  Holders
of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, or premium, if any, or interest on, the Notes (provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration). Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

     

    Section
6.05 Control by
Majority.  Holders
of a majority in principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture that the Trustee determines may be prejudicial to the rights
of other Holders of Notes or that may involve the Trustee in personal liability.
The Trustee may take any other action which it deems proper that is not
inconsistent with any such directive.

     

    Section
6.06 Limitation on
Suits.  A
Holder of a Note may pursue a remedy with respect to this Indenture or the Notes
only if:

     

    (a) the
Holder of a Note gives to the Trustee written notice of a continuing Event of
Default;

     

    (b) the
Holders of at least 25% in principal amount of the then outstanding Notes make a
written request to the Trustee to pursue the remedy;

     

    (c) such
Holder of a Note or Holders of Notes offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense;

     

    (d) the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity;
and

     

    (e) during
such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the
request.

     

    A Holder
of a Note may not use this Indenture to prejudice the rights of another Holder
of a Note or to obtain a preference or priority over another Holder of a
Note.

     

    
      
        
        

      

      
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    Section
6.07 Rights of Holders of Notes
to Receive Payment.  Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and interest on the Note, on or
after the respective due dates expressed in the Note (including in connection
with an offer to purchase), or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

     

    Section
6.08 Collection Suit by
Trustee.  If
an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Issuers for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     

    Section
6.09 Trustee May File Proofs of
Claim.  The
Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of the
Notes allowed in any judicial proceedings relative to the Issuers (or any other
obligor upon the Notes), their creditors or their property and shall be entitled
and empowered to collect, receive and distribute any money or other property
payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such
proceeding.

     

    Section
6.10 Priorities.  If
the Trustee collects any money pursuant to this Article, it shall pay out the
money in the following order:

     

    First: to
the Trustee, its agents and attorneys for amounts due under Section 7.07,
including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of
collection;

     

    
      
        
        

      

      
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    Second:
to Holders of Notes for amounts due and unpaid on the Notes for interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for interest;

     

    Third: to
Holders of Notes for amounts due and unpaid on the Notes for principal and
premium, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal and premium, respectively;
and

     

    Fourth:
to the Issuers or to such party as a court of competent jurisdiction shall
direct.

     

    The
Trustee may fix a record date and payment date for any payment to Holders of
Notes pursuant to this Section 6.10.

     

    Section
6.11 Undertaking for
Costs.  In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as a Trustee,
a court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee, a suit by a Holder of a Note
pursuant to Section 6.07, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.

     

    ARTICLE
VII

     

    TRUSTEE

     

    Section
7.01 Duties of
Trustee.

     

    (1) If an
Event of Default has occurred and is continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own
affairs.

     

    (2) Except
during the continuance of an Event of Default:

     

    (a) the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and

     

    (b) in the
absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions required to be furnished to the Trustee hereunder
and conforming to the requirements of this Indenture. However, the Trustee shall
examine the certificates and opinions to determine whether or not they conform
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      confirm
or investigate the accuracy of any mathematical calculations or other facts
stated therein).

    

     

    (3) The
Trustee may not be relieved from liabilities for its own gross negligent action,
its own gross negligent failure to act, or its own willful misconduct, except
that:

     

    (a) this
paragraph does not limit the effect of paragraph (2) of this
Section;

     

    (b) the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was grossly negligent
in ascertaining the pertinent facts; and

     

    (c) the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05.

     

    (4) Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (1), (2), and (3) of
this Section 7.01.

     

    (5) No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability. The Trustee shall be under no obligation to
exercise any of its rights and powers under this Indenture at the request of any
Holders, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability, claim, damage or
expense.

     

    (6) The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Issuers. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

     

    (7) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture or other paper or
documents.

     

    Section
7.02 Rights of
Trustee.

     

    (1) The
Trustee may conclusively rely upon any document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

     

    (2) Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel. The Trustee may consult with
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    written
advice or opinion of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

     

    (3) The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due
care.

     

    (4) The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture.

     

    (5) Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from either of the Issuers shall be sufficient if signed by
an Officer of such Issuer.

     

    (6) The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
unless such Holders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or
direction.

     

    (7) The
Trustee shall not be charged with knowledge of any Default or Event of Default
unless either (a) a Responsible Officer of the Trustee shall have actual
knowledge of such Default or Event of Default or (b) written notice of such
Default or Event of Default shall have been given to and received by a
Responsible Officer of the Trustee by the Issuers or any Holder.

     

    (8) In no
event shall the Trustee be responsible or liable for special, indirect or
consequential loss or damage of any kind whatsoever (including loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.

     

    (9) The
rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be enforceable
by, the Trustee in each of its capacities hereunder, and each agent, custodian
and other Person employed by the Trustee to act hereunder.

     

    Section
7.03 Individual Rights of
Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers
with the same rights it would have if it were not Trustee. However, in the event
that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee
or resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11.

     

    Section
7.04 Trustee’s
Disclaimer.  The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Issuers’ use of the proceeds from the Notes or any money paid to the
Issuers or upon the Issuers’ direction under any provision of this Indenture, it
shall not be responsible for 

     

    
      
        
        

      

      
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      the use
or application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

    

     

    Section
7.05 Notice of
Defaults.  If
a Default or Event of Default occurs and is continuing and if it is known to a
Responsible Officer of the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after the Trustee
acquires knowledge thereof. Except in the case of a Default or Event of Default
in payment of principal of, premium, if any, or interest on any Note, the
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.

     

    Section
7.06 Reports by Trustee to
Holders of the Notes.  By
May 15th of each year, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
Section 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c).

     

    A copy of
each report at the time of its mailing to the Holders of Notes shall be mailed
to the Company and filed with the SEC and each stock exchange on which the Notes
are listed in accordance with TIA Section 313(d). The Issuers shall promptly
notify the Trustee when the Notes are listed on any stock exchange.

     

    Section
7.07 Compensation and
Indemnity.  The
Issuers, jointly and severally, shall pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture,
the  Registration Rights Agreement and any other document delivered in
connection with any of such agreements and its services under any of such
agreements or other documents, as separately agreed in writing. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuers shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel.

     

    The
Issuers shall, jointly and severally, indemnify the Trustee against any and all
losses, liabilities, claims, damages or expenses (including reasonable legal
fees and expenses) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture, the Registration Rights
Agreement and any other document delivered in connection therewith (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Issuers or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense is determined to have been caused
by its own gross negligence or willful misconduct. The Trustee shall notify the
Issuers promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuers shall not relieve the Issuers of their
obligations hereunder. The Issuers shall defend the claim and the Trustee shall
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      counsel
and the Issuers shall pay the reasonable fees and expenses of such counsel. The
Issuers need not pay for any settlement made without their consent, which
consent shall not be unreasonably withheld.

    

     

    The
obligations of the Issuers under this Section 7.07 shall survive resignation or
removal of the Trustee and the satisfaction and discharge of this
Indenture.

     

    To secure
the Issuers’ payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust to pay principal and interest on particular Notes.
Such Lien shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture.

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(7) or (8) occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

     

    The
Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent
applicable.

     

    Section
7.08 Replacement of
Trustee. A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.

     

    The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Issuers. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Issuers in writing. The Issuers may remove the
Trustee if:

     

    (a) the
Trustee fails to comply with Section 7.10;

     

    (b) the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;

     

    (c) a
custodian or public officer takes charge of the Trustee or its property;
or

     

    (d) the
Trustee becomes incapable of acting.

     

    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Issuers shall promptly appoint a successor Trustee. Within
one year after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Issuers.

     

    If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at
least 10% in principal amount of the then outstanding Notes may petition at the
expense of the Issuers any court of competent jurisdiction for the appointment
of a successor Trustee.

     

    
      
        
        

      

      
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    If the
Trustee, after written request by any Holder who has been a Holder for at least
six months, fails to comply with Section 7.10, such Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuers. Thereupon, the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.07. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuers’
obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee.

     

    Section
7.09 Successor Trustee by Merger,
etc.  If
the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor
Trustee.

     

    Section
7.10 Eligibility;
Disqualification.  There
shall at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100 million as set
forth in its most recent published annual report of condition.

     

    This
Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

     

    Section
7.11 Preferential Collection of
Claims Against the Issuers.  The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated therein.

     

    ARTICLE
VIII

     

    


     

    LEGAL DEFEASANCE AND
COVENANT DEFEASANCE

     

    Section
8.01 Option to Effect Legal
Defeasance or Covenant Defeasance.  The
Issuers and any Parent Guarantor may, at any time, elect to have either Section
8.02 or 8.03 be applied to all outstanding Notes and any Note Guarantee upon
compliance with the conditions set forth below in this Article 8.

     

    Section
8.02 Legal Defeasance and
Discharge. Upon
the exercise by the Issuers and any Parent Guarantor under Section 8.01 of the
option applicable to this Section 8.02, the Issuers and any Parent Guarantor
shall, subject to the satisfaction of the conditions set forth in Section 8.04,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes and any Note Guarantee on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal
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      Guarantor
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all their other
obligations under such Notes, this Indenture, any Note Guarantee and the
Registration Rights Agreement (and the Trustee, on demand of and at the expense
of the Issuers, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder:

    

     

    (a) the
rights of Holders of outstanding Notes to receive payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments are
due from the trust referred to below;

     

    (b) the
Issuers’ obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the
maintenance of an office or agency for payment and money for security payments
held in trust;

     

    (c) the
rights, powers, trusts, duties and immunities of the Trustee and the Issuers’
obligations in connection therewith; and

     

    (d) the Legal
Defeasance provisions of this Indenture.

     

    Subject
to compliance with this Article 8, the Issuers may exercise their option under
this Section 8.02 notwithstanding the prior exercise of their option under
Section 8.03.

     

    Section
8.03 Covenant
Defeasance.  Upon
the exercise by the Issuers and any Parent Guarantor under Section 8.01 of the
option applicable to this Section 8.03, the Issuers and any Parent Guarantor
shall, subject to the satisfaction of the conditions set forth in Section 8.04,
be released from their obligations under the covenants contained in Article 5
and Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17
and 4.19 with respect to the outstanding Notes and any Note Guarantee on and
after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed
not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes may not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and any Note
Guarantee, the Issuers may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Issuers’ exercise under Section
8.01 of the option applicable to this Section 8.03, subject to the satisfaction
of the conditions set forth in Section 8.04, Sections 6.01(3) through 6.01(6)
shall not constitute Events of Default. In addition, upon Covenant Defeasance,
any Note Guarantee will be released.

     

    
      
        
        

      

      
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    Section
8.04 Conditions to Legal or
Covenant Defeasance.  The
following shall be the conditions to the application of either Section 8.02 or
8.03 to the outstanding Notes:

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance:

     

    (1) the
Issuers or any Parent Guarantor must irrevocably deposit, or cause to be
deposited,  with the Trustee, in trust, for the benefit of the Holders
of the Notes, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as are expected to be sufficient, in the
opinion of a nationally recognized firm of independent public accountants, to
pay the principal of, premium, if any, and interest on the outstanding Notes on
the stated maturity or on the applicable redemption date, as the case may be,
and the Issuers and any Parent Guarantor must specify whether the Notes shall be
defeased to maturity or to a particular redemption date;

     

    (2) in the
case of Legal Defeasance, the Issuers shall have delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming
that

     

    (a) the
Issuers and any Parent Guarantor have received from, or there has been published
by, the Internal Revenue Service a ruling; or

     

    (b) since the
Issue Date, there has been a change in the applicable federal income tax
law,

     

    in either
case of (a) or (b) immediately above, to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will
not recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;

     

    (3) in the
case of Covenant Defeasance, the Issuers or any Parent Guarantor shall have
delivered to the Trustee an Opinion of Counsel confirming that the Holders of
the outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not
occurred;

     

    (4) no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit and the grant of any Lien
securing such borrowing);

     

    (5) such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation
of, or constitute a default under any material agreement or instrument (other
than this Indenture) to which the Issuers or any of their Restricted
Subsidiaries is a party or by which the Issuers or any of their Restricted
Subsidiaries is bound;

     

    
      
        
        

      

      
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    (6) the
Issuers or any Parent Guarantor must have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Issuers with the intent
of preferring the Holders of the Notes over the other creditors of the Issuers
or any Parent Guarantor with the intent of defeating, hindering, delaying or
defrauding creditors of the Issuers, any Parent Guarantor or others;
and

     

    (7) the
Issuers or any Parent Guarantor must have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been
complied with.

     

    Notwithstanding
the foregoing, the Opinion of Counsel required by clause (2) above with respect
to a Legal Defeasance need not be delivered and the conditions set forth in
clause 4(b) shall not apply if all Notes not theretofore delivered to the
Trustee for cancellation

     

    (a) have
become due and payable or

     

    (b) will
become due and payable on the maturity date or a redemption date within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Issuers.

     

    Section
8.05 Deposited Money and
Government Securities to Be Held in Trust; Other Miscellaneous
Provisions.  Subject
to Section 8.06, all money and non-callable Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to
Section 8.04 in respect of the outstanding Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuers acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

     

    The
Issuers shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.

     

    Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuers from time to time upon the request of the Issuers any money
or non-callable Government Securities held by it as provided in Section 8.04
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(1)), are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

     

    
      
        
        

      

      
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    Section
8.06 Repayment to
Issuers.  Any
money deposited with the Trustee or any Paying Agent, or then held by the
Issuers, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Issuers on their request or (if then held by the Issuers) shall be discharged
from such trust; and the Holder of such Note shall thereafter look only to the
Issuers for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Issuers as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Issuers cause to be published once, in The New York Times
and The Wall Street
Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such notification or publication, any unclaimed balance of such
money then remaining shall be repaid to the Issuers.

     

    Section
8.07 Reinstatement. If the
Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Issuers’ obligations under this Indenture and the Notes, shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.02 or
8.03 until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03, as the case may be;
provided, however, that, if the Issuers make any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of their
obligations, the Issuers shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

     

    ARTICLE
IX


     

    AMENDMENT, SUPPLEMENT AND
WAIVER

     

    Section
9.01 Without Consent of Holders
of Notes.
Notwithstanding Section 9.02 of this Indenture, the Issuers, any Parent
Guarantor and the Trustee may amend or supplement this Indenture, the Notes or
any Note Guarantee without the consent of any Holder of a Note:

     

    (1) to cure
any ambiguity, defect or inconsistency;

     

    (2) to
provide for uncertificated Notes in addition to or in place of certificated
Notes;

     

    (3) to
provide for or confirm the issuance of Additional Notes or any Exchange
Notes;

     

    (4) to
provide for the assumption of the Issuers’ or any Parent Guarantor’s obligations
to Holders of Notes in the case of a merger or consolidation or sale of all or
substantially all of the assets of the Issuers pursuant to Article
5;

     

    (5) to add a
Note Guarantee;

     

    
      
        
        

      

      
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    (6) to
release any Subsidiary Guarantee in accordance with the provisions of this
Indenture;

     

    (7) to make
any change that would provide any additional rights or benefits to the Holders
of Notes or that does not adversely affect the legal rights under this Indenture
of any Holder;

     

    (8) to add a
guarantor; or

     

    (9) to comply
with requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA or otherwise as necessary to comply with applicable
law.

     

    Upon the
request of the Issuers and any Parent Guarantor accompanied by a resolution of
their respective boards of directors or the Board of Directors of CCI
authorizing the execution of any such amended or supplemental Indenture, Notes
or Note Guarantee (or an amendment or supplement of any of the foregoing), and
upon receipt by the Trustee of the documents described in Section 7.02, the
Trustee shall join with the Issuers and any Parent Guarantor in the execution of
any amended or supplemental Indenture, Notes or Note Guarantee authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture, Notes or
Note Guarantee that affects its own rights, duties or immunities under this
Indenture, Notes, or Note Guarantee or otherwise.

     

    Section
9.02 With Consent of Holders of
Notes.  Except
as provided below in this Section 9.02, this Indenture, the Notes or any Note
Guarantee may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding.
This includes consents obtained in connection with a purchase of, or a tender
offer or exchange offer for, Notes. Any existing Default or compliance with any
provision of this Indenture, the Notes or any Note Guarantee (other than any
provision relating to the right of any Holder to bring suit for the enforcement
of any payment of principal, premium, if any, and interest on such Holder’s
Notes, on or after the scheduled due dates expressed in the Notes) may be waived
with the consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding (including consents obtained in connection with a
purchase of, or a tender offer or exchange offer for, Notes). Section 2.08 shall
determine which Notes are considered to be “outstanding” for purposes of this
Section 9.02.

     

    Upon the
request of the Issuers and any Parent Guarantor accompanied by a resolution of
their respective boards of directors or the Board of Directors of CCI
authorizing the execution of any such amended or supplemental Indenture, Notes
or Note Guarantee (or an amendment or supplement of any of the foregoing), and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents (if any) described in Section 7.02, the Trustee shall join with
the Issuers and any Parent Guarantor in the execution of such amended or
supplemental Indenture, Notes or Note Guarantee (or such amendment or
supplement) unless such amended or supplemental Indenture, Notes or Note
Guarantee (or such amendment or supplement) directly affects the Trustee’s own
rights, duties or immunities under this Indenture, Notes or Note 

     

    
      
        
        

      

      
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      Guarantee
or otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture, Notes or Note
Guarantee (or such amendment or supplement).

    

     

    It shall
not be necessary for the consent of the Holders of Notes under this Section 9.02
to approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance
thereof.

     

    After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Issuers shall mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Issuers to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amended or supplemental Indenture, Notes or
Note Guarantee (or such amendment) or waiver. Without the consent of each Holder
affected thereby, an amendment, supplement or waiver under this Section 9.02 may
not (with respect to any Notes held by such Holder):

     

    (1) reduce
the principal amount of such Notes;

     

    (2) change
the fixed maturity of such Notes or reduce the premium payable upon redemption
of such Notes;

     

    (3) reduce
the rate of or extend the time for payment of interest on such
Notes;

     

    (4) waive a
Default or an Event of Default in the payment of principal of, or premium, if
any, or interest on the Notes (except a rescission of acceleration of the Notes
by the Holders of at least a majority in aggregate principal amount of the Notes
and a waiver of the payment default that resulted from such
acceleration);

     

    (5) make such
Notes payable in money other than that stated in such Notes;

     

    (6) make any
change in the provisions of this Indenture relating to waivers of past Defaults
applicable to any Notes or the rights of Holders thereof to receive payments of
principal of, or premium, if any, or interest on such Notes;

     

    (7) waive a
redemption payment with respect to such Notes (other than a payment required by
Section 4.11 or 4.16); or

     

    (8) make any
change in this Section 9.02.

     

    Section
9.03 Compliance with Trust
Indenture Act.  Every
amendment or supplement to this Indenture or the Notes shall be set forth in an
amended or supplemental Indenture that complies with the TIA as then in
effect.

     

    Section
9.04 Revocation and Effect of
Consents.  Until
an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the


     

    
      
        
        

      

      
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      same debt
as the consenting Holder’s Note, even if notation of the consent is not made on
any Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. After an amendment, supplement or waiver becomes effective, it shall
bind every Holder. An amendment, supplement or waiver becomes effective once
both (i) the requisite number of consents have been received by the Issuers or
the Trustee and (ii) such amendment, supplement or waiver has been executed by
the Company and the Trustee.

    

     

    The
Issuers may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this Indenture.
If a record date is fixed, then notwithstanding the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to give such
consent or to revoke any consent previously given or to take any such action,
whether or not such Persons continue to be Holders after such record
date.

     

    Section
9.05 Notation on or Exchange of
Notes

     

    .  The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Issuers in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or
waiver.

     

    Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver.

     

    Section
9.06 Trustee to Sign Amendments,
etc.  The
Trustee shall sign any amended or supplemental Indenture, Notes or Note
Guarantee (or an amendment or supplement to any of the foregoing) authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee under this
Indenture or otherwise. The Issuers and any Parent Guarantor may not sign an
amendment or supplemental Indenture until their respective boards of directors
or the Board of Directors of CCI approves it. In executing any amended or
supplemental indenture, the Trustee shall be provided with and (subject to
Section 7.01) shall be fully protected in relying upon, in addition to the
documents required by Section 11.04, an Officer’s Certificate and an Opinion of
Counsel, in each case from each of the Issuers, stating that the execution of
such amended or supplemental indenture is authorized or permitted by this
Indenture.

     

    ARTICLE
X


     

    GUARANTEE

     

    Section
10.01 Unconditional
Guarantee.  If
any Parent is added as a guarantor,  such Parent Guarantor
unconditionally guarantees, on a senior unsecured basis, to the Holders of all
Notes authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns that: (i) the principal of and interest on the Notes will
be promptly paid in full when due, subject to any applicable grace period,
whether at maturity, by acceleration or otherwise, and interest on the overdue
principal, if any, and interest on any interest, to the extent lawful, of the


     

    
      
        
        

      

      
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      Notes and
all other Obligations of the Issuers to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (ii) in case of any extension of time of
payment or renewal of any Notes or of any such other Obligations, the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, subject to any applicable grace period, whether at
stated maturity, by acceleration or otherwise. Any Parent Guarantor agrees that
its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder with respect to
any provisions hereof or thereof, the recovery of any judgment against the
Issuers, and action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Any Parent Guarantor waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of any Issuer, any
right to require a proceeding first against an Issuer, protest, notice and all
demands whatsoever and covenants that any Note Guarantee will not be discharged
except by complete performance of the Obligations contained in the Notes, this
Indenture and any Note Guarantee, and waives any and all defenses available to a
surety (other than payment in full). If any Holder or the Trustee is required by
any court or otherwise to return to the Issuers or any Parent Guarantor, or any
custodian, trustee, liquidator or other similar official acting in relation to
the Issuers or any Parent Guarantor, any amount paid by the Issuers or any
Parent Guarantor to the Trustee or such Holder, any Note Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect. Any
Parent Guarantor further agrees that, as between any Parent Guarantor, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article 6
for the purposes of any Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article 6, such Obligations (whether or not due and payable)
shall forthwith become due and payable by any Parent Guarantor for the purpose
of any Note Guarantee.

    

     

    Section
10.02 Severability.  In
case any provision of any Note Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     

    Section
10.03 Waiver of
Subrogation.  Until
all Obligations under the Notes are paid in full, any Parent Guarantor
irrevocably waives any claims or other rights which it may now or hereafter
acquire against the Issuer that arise from the existence, payment, performance
or enforcement of any Parent Guarantor’s Obligations under its Note Guarantee
and this Indenture, including any right of subrogation, reimbursement,
exoneration, indemnification, and any right to participate in any claim or
remedy of any Holder against the Issuers, whether or not such claim, remedy or
right arises in equity, or under contract, statute or common law, including the
right to take or receive from the Issuers, directly or indirectly, in cash or
other property or by setoff or in any other manner, payment or security on
account of such claim or other rights. If any amount shall be paid to any Parent
Guarantor in violation of the preceding sentence and the Notes shall not have
been paid in full, such amount shall have been deemed to have been paid to any
Parent Guarantor for the benefit of, and held in trust for the benefit of, the
Holders, and shall forthwith be paid to the Trustee for the benefit of the
Holders to be credited and applied upon the Notes, whether matured or unmatured,
in accordance with the terms of this Indenture.

     

    
      
        
        

      

      
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    Section
10.04 Execution of Note
Guarantee.  To
evidence its Note Guarantee to the Holders set forth in this Article 10, any
Parent Guarantor agrees to execute the Note Guarantee endorsed on each Note
ordered to be authenticated and delivered by the Trustee. Any Parent Guarantor
agrees that its Note Guarantee set forth in this Article 10 shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation
of such Note Guarantee. Each such Note Guarantee shall be signed on behalf of
any Parent Guarantor by one of its authorized Officers prior to the
authentication of the Note on which it is endorsed, and the delivery of such
Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of such Note Guarantee on behalf of any Parent
Guarantor. Such signatures upon any Note Guarantee may be by manual or facsimile
signature of such Officer and may be imprinted or otherwise reproduced on any
Note Guarantee, and in case any such Officer who shall have signed any Note
Guarantee shall cease to be such Officer before the Note on which such Note
Guarantee is endorsed shall have been authenticated and delivered by the Trustee
or disposed of by the Issuers, such Note nevertheless may be authenticated and
delivered or disposed of as though the Person who signed any Note Guarantee had
not ceased to be such Officer of any Parent Guarantor.

     

    Section
10.05 Waiver of Stay, Extension or
Usury Laws.  Any
Parent Guarantor covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive it from performing any Note Guarantee
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) any Parent Guarantor hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

     

    ARTICLE
XI


     

    MISCELLANEOUS

     

    Section
11.01 Trust Indenture Act
Controls.  If
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA Section 318(c), the imposed duties shall control.

     

    Section
11.02 Notices.  Any
notice or communication by the Issuers or the Trustee to the others is duly
given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others’
address:

     

    
      
        
        

      

      
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    If to the
Issuers:

     

    CCH II,
LLC

    CCH II
Capital Corp.

    Charter
Communications, Inc.

    12405
Powerscourt Drive, Suite 100

    St.
Louis, Missouri 63131

    Telecopier
No.: (314) 965-6640

    Attention:
Corporate Secretary

     

    With a
copy to:

     

    Kirkland
& Ellis LLP

    601
Lexington Avenue

    New York,
NY 10022

    Telecopier
No.: (212) 446-4900

    Attention:
Christian O. Nagler, Esq.

     

    If to the
Trustee:

    The Bank
of New York Mellon Trust Company, NA

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois 60602

    Telecopier
No.: (312) 827-8542

    Attention:
Corporate Trust Department

     

    The
Issuers or the Trustee, by notice to the others may designate additional or
different addresses for subsequent notices or communications.

     

    All
notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

     

    Any
notice or communication to a Holder shall be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar. Any notice or communication shall also be so mailed to any Person
described in TIA Section 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.

     

    If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it. If the
Issuers mail a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

     

    
      
        
        

      

      
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    Section
11.03 Communication by Holders of
Notes with Other Holders of Notes.  Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect
to their rights under this Indenture or the Notes. The Issuers, any Parent
Guarantor, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).

     

    Section
11.04 Certificate and Opinion as
to Conditions Precedent.  Upon
any request or application by the Issuers to the Trustee to take any action
under this Indenture, the Issuers shall furnish to the Trustee:

     

    (1) an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 11.05) stating
that, in the opinion of the signers, all conditions precedent and covenants, if
any, provided for in this Indenture relating to the proposed action have been
satisfied; and

     

    (2) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 11.05) stating that, in
the opinion of such counsel, all such conditions precedent and covenants have
been satisfied.

     

    Section
11.05 Statements Required in
Certificate or Opinion.  Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e)
and shall include:

     

    (1) a
statement that the Person making such certificate or opinion has read such
covenant or condition;

     

    (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based;

     

    (3) a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

     

    (4) a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.

     

    Section
11.06 Rules by Trustee and
Agents.  The
Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.

     

    Section
11.07 No Personal Liability of
Directors, Officers, Employees, Incorporators, Members and
Stockholders.  No
director, officer, employee or incorporator of the Issuers or any Parent
Guarantor, as such, and no member or stockholder of the Issuers or any Parent
Guarantor, as such, shall have any liability for any obligations of the Issuers
or any Parent Guarantor under the Notes, this Indenture, any Note Guarantee or
the Registration Rights Agreement, or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of 

     

    
      
        
        

      

      
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      Notes by
accepting a Note and any Note Guarantee waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes
and any Note Guarantee.

    

     

    Section
11.08 Governing
Law.  THE
INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE AND THE NOTES AND ANY NOTE GUARANTEE WITHOUT GIVING EFFECT TO THE
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR
THE NOTES OR ANY NOTE GUARANTEE.

     

    Section
11.09 No Adverse Interpretation of
Other Agreements.  This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Issuers, their Parents or their Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.

     

    Section
11.10 Successors.  All
agreements of the Issuers and any Parent Guarantor in this Indenture and the
Notes, as the case may be, shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its
successors.

     

    Section
11.11 Severability.  In
case any provision in this Indenture or the Notes, as the case may be, shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby.

     

    Section
11.12 Counterpart
Originals.  The
parties may sign any number of copies of this Indenture. Each signed copy shall
be an original, but all of them together represent the same
agreement.

     

    Section
11.13 Table of Contents, Headings,
etc.  The
Table of Contents, Cross-Reference Table and Headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Indenture and shall in no way modify or
restrict any of the terms or provisions.

     

    Section
11.14 Waiver of Jury
Trial.  EACH
OF THE ISSUERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.

     

    Section
11.15 Force
Majeure.  In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use


     

    
      
        
        

      

      
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      reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the
circumstances.

    

     

    ARTICLE
XII


     

    SATISFACTION AND
DISCHARGE

     

    Section
12.01 Satisfaction and Discharge
of Indenture.  This
Indenture, the Notes, any Note Guarantee and the Registration Rights Agreement
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Notes herein expressly provided for),
and the Trustee, on demand of and at the expense of the Issuers, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
the Notes, any Note Guarantee and the Registration Rights Agreement,
when

     

    (1) either:

     

    (a) all Notes
theretofore authenticated and delivered (other than (i) Notes which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.07 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuers and thereafter
repaid to the Issuers or discharged from such trust,) have been delivered to the
Trustee for cancellation; or

     

    (b) all such
Notes not theretofore delivered to the Trustee for cancellation:

     

    (i) have
become due and payable, or

     

    (ii) will
become due and payable at their Stated Maturity within one year, or

     

    (iii) are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Issuers,

     

    and the
Issuers, in the case of (i), (ii) or (iii) above, have deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest to the date of such deposit (in the case of Notes
which have become due and payable) or to the maturity or redemption thereof, as
the case may be;

     

    (2) the
Issuers have paid or caused to be paid all other sums payable hereunder by the
Issuers; and

     

    (3) each of
the Issuers has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein 

     

    
      
        
        

      

      
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    provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

     

    Notwithstanding
the satisfaction and discharge of this Indenture pursuant to this Article 12,
the obligations of the Issuers to the Trustee under Section 7.07, and, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the obligations of the Trustee under Section 12.02 shall
survive such satisfaction and discharge.

     

    Section
12.02 Application of Trust
Money.  All
money deposited with the Trustee pursuant to Section 12.01 shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.

     

    [Signatures
on following page]

     


    
      
         


      

      
        86

        
          

        

      

      
         


      

    


    Dated as
of                             ,
2009

     

    
      	
               
      

            	
              CCH
      II, LLC, as an Issuer

            


    

    


    
      	
               
      

            	
              By:

            	 _________________________	 


    

    
      	
               
      

            	
              Name:
      Eloise Schmitz

            


    

    
      	
               
      

            	
              Title:
      Executive Vice President and Chief Financial
  Officer

            


    

    


    


    
      	
               
      

            	
              CCH
      II CAPITAL CORP., as an Issuer

            


    

    


    
      	
               
      

            	
              By:

            	 _________________________	 


    

    
      	
               
      

            	
              Name:
      Eloise Schmitz

            


    

    
      	
               
      

            	
              Title:
      Executive Vice President and Chief Financial
  Officer

            


    

    


    


    


    


    The
Bank of New York Mellon Trust Company, NA, as Trustee

    


    
      	
               
      

            	
              By:

            	 _________________________	 


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    


    


    


     


    
      
        
          [Signature
Page to Indenture]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    [Face of
Note]

     

    THE
HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS
THAT IF IT IS A PURCHASER IN A SALE THAT OCCURS OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S OF THE SECURITIES ACT, IT ACKNOWLEDGES THAT, UNTIL
EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF
RULE 903 OF REGULATION S, ANY OFFER OR SALE OF THIS NOTE SHALL NOT BE MADE BY IT
TO A U.S. PERSON TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE
MEANING OF RULE 902(k) UNDER THE SECURITIES ACT.1

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.2

     

    TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE.3

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE FIRST ANNIVERSARY OF
THE ISSUANCE HEREOF OR (Y) AT ANY TIME BY ANY TRANSFEROR THAT WAS AN AFFILIATE
OF EITHER ISSUER DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH OFFER,
RESALE, PLEDGE OR OTHER TRANSFER, IN EITHER CASE, OTHER THAN (1) TO AN ISSUER,
(2) PURSUANT TO AN EFFECTIVE REGISTRATION 

    

      

    

      
      
        	
                1

              	
                This
      paragraph should be included only for Regulation S Global
      Notes.

              


      

       

    

      
      
        	
                2

              	
                This
      paragraph should be included only if the Notes are issued in global
      form.

              


      

       

    

      
      
        	
                3

              	
                This
      paragraph should be included only if the Notes are issued in global
      form.

              


      

       

      
        
          
            	 
      	
                    A-1

                  	 
      


          

           

          


        

      

      
         

        
          
            

          

        

        
          
          

        

      

    

     

    STATEMENT UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE, TO
WHOM NOTICE IS GIVEN THAT THE OFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (4) TO NON-U.S. PERSONS IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (5) IN ANY OTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER
THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
SUBJECT TO THE TRUSTEE OR THE ISSUERS RECEIVING SUCH CERTIFICATES, LEGAL
OPINIONS AND OTHER INSTRUMENTS, IN THE CASE OF TRANSFERS PURSUANT TO CLAUSES
(3), (4) OR (5), AS MAY BE REQUIRED BY THE INDENTURE.4

     

    
      

    

     

    
      	
              4

            	
              This
      paragraph should be removed upon the registration of the Notes pursuant to
      the terms of a Registration Rights
Agreement.

            


    

     


    
      
        
          
            	 
      	
                    A-2

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    CUSIP NO.
[_________]

     

    13.5%
Senior Notes due 2016

     

    No.
___

     

    $[__________________]

     

    CCH II,
LLC and CCH II CAPITAL CORP. promise to pay to
_________________________________________________________ or its registered
assigns, the principal amount of _____________________________________________
Dollars ($______________________________) on
[         ]
[  ].

     

    Interest
Payment Dates: February 15 and August 15

     

    Record
Dates: February 1 and August 1

     

    Subject
to Restrictions set forth in this Note.

     

    IN
WITNESS WHEREOF, each of CCH II, LLC and CCH II Capital Corp. has caused this
instrument to be duly executed.

     

    Dated:

     

    
      	
               
      

            	
              CCH
      II, LLC

            


    

    


    
      	
               
      

            	
              By:

            	 ________________________	 


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    


    


    
      	
               
      

            	
              CCH
      II CAPITAL CORP.

            


    

    


    
      	
               
      

            	
              By:

            	 ________________________	 


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    


     

    This is
one of the Notes referred to in the within-mentioned Indenture.

     

    THE BANK
OF NEW YORK MELLON TRUST

     

    COMPANY,
NA, as Trustee

     

    
      	
              By:

            	 ________________________	 


    

     

    
      	
               
      

            	
              Authorized
      Signatory

            


    

     


    
      
        
          
            	 
      	
                    A-3

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    [Back of
Note]

     

    13.5%
Senior Notes due 2016

     

    Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.

     

    
      	
              1.  

            	
              Interest

            


    

     

    CCH II,
LLC, a Delaware limited liability company (the “Company”), and CCH II
Capital Corp., a Delaware corporation (“Capital Corp” and,
together with the Company, the “Issuers”), promise to
pay interest on the principal amount of this Note at the rate of 13.50% per
annum from the Issue Date until maturity. [The interest rate on the Notes is
subject to increase by the amount of Special Interest pursuant to the provisions
of the Registration Rights Agreement entered into on the Issue Date.]* The Issuers will pay interest [and Special
Interest, if any]* semi-annually in arrears on February 15 and August 15 of each
year commencing on February 15, 2010 (each an “Interest Payment
Date”), or if any such day is not a Business Day, on the next succeeding
Business Day.  Interest on the Notes will accrue from and including
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face and the next
succeeding Interest Payment Date, interest shall accrue from and including such
next succeeding Interest Payment Date. The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate then in
effect; they shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest [and
Special Interest, if any]* (without regard to any applicable grace periods) from
time to time on demand at the same rate. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.

     

    
      	
              2.  

            	
              Method of
      Payment

            


    

     

    The
Issuers shall pay interest on the Notes (except defaulted interest) [and Special
Interest, if any]* to the Persons who are registered Holders of Notes at the
close of business on the February 1 or August 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. Payments in respect of the Notes
represented by the Global Notes (including principal, premium, [Special
Interest]* if any, and interest) will be made by wire transfer of immediately
available funds to the accounts specified by the Global Note holder. With
respect to Notes in certificated form, the Issuers will make all payments of
principal, premium, [Special Interest]* if any, and interest, by wire transfer
of immediately available funds to the accounts specified by the holders thereof
or, if no such account is specified, by mailing a check to each such holder’s
registered address. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

     

    
      

    

    
      
        	
                 
      

              	
                *
      Applicable only to Notes entitled to the benefit of the Registration
      Rights Agreement.

              


      

       

    

     

    
      
        
          	 
      	
                  A-4

                	 
      


        

         

        


      

    

    
      
        
        

      

      
        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.  

            	
              Paying Agent and
      Registrar

            


    

     

    Initially,
The Bank of New York Mellon Trust Company, NA, the Trustee under the Indenture,
will act as Paying Agent and Registrar. The Issuers may change any Paying Agent
or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.

     

    
      	
              4.  

            	
              Indenture

            


    

     

    The
Issuers issued the Notes under an Indenture dated as of November 30, 2009, (the
“Indenture”)
among the Issuers, any Parent Guarantor and the Trustee. Capitalized terms not
otherwise defined herein are used herein as defined in the Indenture. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Section 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling
unless such provision violated the Trust Indenture Act.

     

    
      	
              5.  

            	
              Optional
      Redemption

            


    

     

    (a) Except as
set forth in clause (b) and (c) of this paragraph 5, the Issuers shall not have
the option to redeem the Notes pursuant to this paragraph 5 prior to November
30, 2012. On November 30, 2012 and thereafter, the Issuers shall have the option
to redeem the Notes, in whole or in part, at the applicable redemption prices
(expressed as percentages of the principal amount) set forth below plus accrued
and unpaid interest [and Special Interest]* thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on November 30 of the
years indicated below:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2012

            	 	 	106.75	%
	
              2013

            	 	 	103.375	%
	
              2014

            	 	 	101.6875	%
	
              2015
      and thereafter

            	 	 	100.000	%


    

     

    (b) Notwithstanding
the provisions of clause (a) of this Paragraph 5, at any time prior to November
30, 2012, the Issuers may on any one or more occasions redeem up to 35% of the
original aggregate principal amount of the Notes (including the principal amount
of any Additional Notes) issued under the Indenture on a pro rata basis (or as
nearly pro rata as practicable), at a redemption price of 113.50% of the
principal amount thereof, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds of one or more Equity Offerings; provided
that:

     

    (1) at least
65% of the original aggregate principal amount of Notes (including the principal
amount of any Additional Notes) issued under the Indenture must remain


    
       

      
        

      

      
        
          	
                   
      

                	
                  *
      Applicable only to Notes entitled to the benefit of the Registration
      Rights Agreement.

                


        

         

      

    

    
      
        
          	 
      	
                  A-5

                	 
      


        

         

        


      

    

    
       

      
        
          

        

      

      
        
        

      

       

      outstanding
immediately after the occurrence of such redemption (excluding Notes held by the
Company and its Subsidiaries); and

    

     

    (2) the
redemption must occur within 60 days of the date of the closing of such Equity
Offering.

     

    (c) Notwithstanding
the provisions of clause (a) of this paragraph 5, at any time prior to November
30, 2012, the Notes may be redeemed, in whole or in part, at the option of the
Company upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the principal amount of such Notes redeemed plus the relevant
Applicable Premium as of, and accrued and unpaid interest and Special Interest,
if any, to, the applicable redemption date, subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date.

     

    
      	
              6.  

            	
              Mandatory Redemption
      and Repurchase

            


    

     

    Except as
otherwise provided in Paragraph 7 below, the Issuers shall not be required to
make mandatory redemption payments with respect to the Notes or be required to
repurchase any of the Notes.

     

    
      	
              7.  

            	
              Repurchase at Option
      of Holder

            


    

     

    (a) If there
is a Change of Control, the Issuers shall make an offer (a “Change of Control
Offer”) to repurchase all or any part (equal to $1.00 in principal amount
or an integral multiple thereof) of each Holder’s Notes at a purchase price
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest [and Special Interest]* thereon, if any, to the date of purchase (the
“Change of Control
Payment”). Within 10 days following any Change of Control, the Issuers
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes on the
Change of Control Payment Date specified in such notice, pursuant to the
procedures required by the Indenture and described in such notice.

     

    (b) If the
Company or a Restricted Subsidiary thereof consummates any Asset Sale, the
Issuers may be required to offer to purchase the Notes.

     

    
      	
              8.  

            	
              Denominations,
      Transfer, Exchange

            


    

     

    The Notes
are in registered form without coupons in denominations of $1.00 and integral
multiples of $1.00. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents, and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption or repurchase, except for the unredeemed or unrepurchased portion of
any Note 

     

    
      

    

    
      
        	
                 
      

              	
                *
      Applicable only to Notes entitled to the benefit of the Registration
      Rights Agreement.

              


      

       

       

      
        
          
            	 
      	
                    A-6

                  	 
      


          

           

          


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      being
redeemed or repurchased in part. Also, the Issuers need not exchange or register
the transfer of any Notes for a period of 15 days before a selection of Notes to
be redeemed or repurchased or during the period between a record date and the
corresponding Interest Payment Date.

    

     

    
      	
              9.  

            	
              Persons Deemed
      Owners

            


    

     

    The
registered Holder of a Note may be treated as its owner for all
purposes.

     

    
      	
              10.  

            	
              Amendment and
      Supplement

            


    

     

    The
Indenture, the Notes or any Note Guarantee may be amended or supplemented only
as provided for in the Indenture.

     

    
      	
              11.  

            	
              Defaults and
      Remedies

            


    

     

    Each of
the following is an Event of Default: (i) default for 30 consecutive days in the
payment when due of interest on the Notes, (ii) default in payment when due of
the principal of or premium, if any, on the Notes, (iii) failure by the Company
or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of
the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries
for 30 consecutive days after written notice thereof has been given to the
Issuers by the Trustee or to the Issuers and the Trustee by the Holders of at
least 25% of the principal amount of the Notes outstanding to comply with any of
their other covenants or agreements in the Indenture, (v) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists or is created after the date of the
Indenture, if that default: (a) is caused by a failure to pay at final stated
maturity the principal amount of such Indebtedness prior to the expiration of
the grace period provided in such Indebtedness on the date of such default (a
“Payment Default”); or (b) results in the acceleration of such Indebtedness
prior to its express maturity, and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $100 million or more, (vi) failure by
the Company or any of its Restricted Subsidiaries to pay final judgments which
are non-appealable aggregating in excess of $100 million (net of applicable
insurance which has not been denied in writing by the insurer), which judgments
are not paid, discharged or stayed for a period of 60 days or (vii) certain
events of bankruptcy or insolvency with respect to the Company or any of its
Significant Subsidiaries. In the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company, all
outstanding Notes will become due and payable without further action or notice.
If any other Event of Default occurs and is continuing, the Trustee by notice to
the Issuers or the Holders of at least 25% in principal amount of the then
outstanding Notes by notice to the Issuers and the Trustee may declare all the
Notes to be due and payable. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any 

     

    
      
        
          	 
      	
                  A-7

                	 
      


        

         

        


      

    

    
      
        
        

      

      
        
          

        

      

      
        
        

      

       

      continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in their interest. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes. The Issuers are
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture. Upon becoming aware of any Default or Event of Default, the
Issuers are required to deliver to the Trustee a statement specifying such
Default or Event of Default.

    

     

    
      	
              12.  

            	
              Trustee Dealings with
      Issuers

            


    

     

    The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Issuers or their Affiliates, and may
otherwise deal with the Issuers or their Affiliates, as if it were not the
Trustee.

     

    
      	
              13.  

            	
              No Recourse Against
      Others

            


    

     

    A
director, officer, employee, incorporator, member or stockholder of either of
the Issuers or any Parent Guarantor, as such, shall not have any liability for
any obligations of the Issuers or any Parent Guarantor under the Notes, the
Indenture, any Note Guarantee or the Registration Rights Agreement or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note and any Note Guarantee waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes and any Note
Guarantees.

     

    
      	
              14.  

            	
              Governing
      Law

            


    

     

    THE
INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
NOTE, ANY NOTE GUARANTEE AND THE INDENTURE WITHOUT GIVING EFFECT TO THE
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES
HERETO AND THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
NOTE, THE INDENTURE OR ANY NOTE GUARANTEE.

     

    
      	
              15.  

            	
              Authentication

            


    

     

    This Note
shall not be valid until authenticated by the manual signature of the Trustee or
an authenticating agent.

     

    
      	
              16.  

            	
              Abbreviations

            


    

     

    Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint 

     

    
      
        
          	 
      	
                  A-8

                	 
      


        

         

        


      

    

    
      
        
        

      

      
        
          

        

      

      
        
        

      

       

      tenants
with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).

    

     

    
      	
              17.  

            	
              Additional Rights of
      Holders of Restricted Global Notes and Restricted Definitive
      Notes

            


    

     

    In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Restricted Global Notes and Restricted Definitive Notes shall have all the
rights set forth in the applicable Registration Rights Agreement.

     

    
      	
              18.  

            	
              CUSIP
      Numbers

            


    

     

    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuers have caused CUSIP numbers to be printed
on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.

     

    The
Issuers will furnish to any Holder upon written request and without charge a
copy of the Indenture and/or the Registration Rights Agreement. Requests may be
made to:

     

    CCH
II, LLC

    CCH
II Capital Corp.

    c/o
Charter Communications, Inc.

    12405
Powerscourt Drive Suite 100

    St.
Louis, Missouri 63131

    Attention:
Secretary

    Telecopier
No.: (314) 965-8793

     


    
      
        
          
            	 
      	
                    A-9

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

     

    To assign
this Note, fill in the form below:

     

    (I) or
(we) assign and transfer this Note to:

     

    (Insert
assignee’s legal name)

     

    


     

    (Insert
assignee’s soc. sec. or tax I.D. no.)

     

    


     

    


     

    (Print or
type assignee’s name, address and zip code)

     

    and
irrevocably appoint ________________________________________________ to transfer
this Note on the books of the Issuers. The agent may substitute another to act
for him.

     

    
      	
               
      

            	
              Date:
      __________________ Your Signature:

            


    

    
      	
               
      

            	
              (Sign
      exactly as your name appears on the face of this
  Note)

            


    

     

    Signature
Guarantee5:

     

    

      

    

      
      
        	
                5

              	
                Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the
Trustee).

              


      

       

    


    
      
        
          
            	 
      	
                    A-10

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have this Note purchased by the Issuers pursuant to Section
4.11 or 4.16 of the Indenture, check the appropriate box below:

     

     ̈ Section
4.11

     

     ̈ Section
4.16

     

    If you
want to elect to have only part of the Note purchased by the Issuers pursuant to
Section 4.11 or Section 4.16 of the Indenture, state the amount you elect to
have purchased: $_______________.

     

    
      	
               
      

            	
              Date:
      __________________ Your Signature:

            


    

    
      	
               
      

            	
              (Sign
      exactly as your name appears on the face of this
  Note)

            


    

     

    Tax
Identification No.:

     

    Signature
Guarantee6:

     

    *
Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

     

    

      

    

      
      
        	
                6

              	
                Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the
Trustee).

              


      

       

    


    
      
        
          
            	 
      	
                    A-11

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR

     

    REGISTRATION
OF TRANSFER RESTRICTED NOTES

     

    CCH II,
LLC

    CCH II
Capital Corp.

    c/o
Charter Communications, Inc.

    12405
Powerscourt Drive, Suite 100

    St.
Louis, Missouri 63131

     

    Attention:
Chief Financial Officer

     

    The Bank
of New York Mellon Trust Company, NA

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois 60602

    Attention:
Corporate Trust Department

     

    Re: CUSIP
# _________________

     

    Reference
is hereby made to the Indenture, dated as
of[                ],
2009 (the “Indenture”), among
CCH II, LLC (the “Company”), CCH II
Capital Corp. (“Capital Corp” and,
together with the Company, the “Issuers”), and The Bank of New York Mellon Trust
Company, NA, as Trustee. Capitalized terms used but not defined herein shall
have the meanings set forth in the Indenture.

     

    This
certificate relates to $_________ principal amount of Notes held in (check
applicable space) ____ book-entry or _____ definitive form by the
undersigned.

     

    The
undersigned __________________ (transferor) (check one box below):

     

    
      	
               ̈

            	
              hereby
      requests the Registrar to deliver in exchange for its beneficial interest
      in the Global Note held by the Depositary a Note or Notes in definitive,
      registered form of authorized denominations and an aggregate principal
      amount equal to its beneficial interest in such Global Note (or the
      portion thereof indicated above), in accordance with Section 2.06 of the
      Indenture;

            


    

     

    
      	
               ̈

            	
              hereby
      requests the Trustee to exchange or register the transfer of a Note or
      Notes to _____________
(transferee).

            


    

     

    In
connection with any transfer of any of the Notes evidenced by this certificate
occurring prior to the expiration of the periods referred to in Rule 144(k)
under the Securities Act of 1933, as amended, the undersigned confirms that such
Notes are being transferred in accordance with its terms:

     


    
      
        
          
            	 
      	
                    A-12

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    CHECK ONE
BOX BELOW:

     

    
      	
              (1)  

            	
               ̈           to
      the Issuers or any of their subsidiaries;
or

            


    

     

    
      	
              (2)  

            	
               ̈           pursuant
      to an effective registration statement under the Securities Act of 1933,
      as amended; or

            


    

     

    
      	
              (3)  

            	
               ̈           inside
      the United States to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended) that purchases for its
      own account or for the account of a qualified institutional buyer to whom
      notice is given that such transfer is being made in reliance on Rule 144A
      under the Securities Act of 1933, as amended, in each case pursuant to and
      in compliance with Rule 144A thereunder;
or

            


    

     

    
      	
              (4)  

            	
               ̈           outside
      the United States in an offshore transaction within the meaning of
      Regulation S under the Securities Act of 1933, as amended, in compliance
      with Rule 904 thereunder; or

            


    

     

    
      	
              (5)  

            	
               ̈           in
      another transaction that does not require registration under the
      Securities Act.

            


    

     

    Unless
one of the boxes is checked, the Registrar will refuse to register any of the
Notes evidenced by this certificate in the name of any person other than the
registered holder thereof.

     

                                      
_______________________

    Signature

     

     

    
      	
              Signature
      Guarantee:___________________

            	 


    

     

    
      	
               
      

            	
              (Signature
      must be guaranteed by a participant in a recognized signature guarantee
      medallion program)

            


    

     

    TO BE
COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     

    The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended
(“Rule 144A”), and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

     

    ——————————————

     

    [Name of
Transferee]

     

    Dated:
______________________________

     

    NOTICE:
To be executed by an executive officer

     


    
      
        
          
            	 
      	
                    A-13

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE7

     

    The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been
made:

     

    
      	
              Date
      of Exchange

            	
              Amount
      of decrease in Principal Amount of this Global Note

            	
              Amount
      of increase in Principal Amount of this Global Note

            	
              Principal
      Amount of this Global Note following such decrease

              (or
      increase)

            	
              Signature
      of authorized officer of Trustee or Note Custodian

            
	 
      	 
      	 
      	 
      	 
      


    

    


    

      

    

      
      
        	
                7

              	
                Should
      be included only in Notes issued in global
form.

              


      

       

    


    
      
        
          
            	 
      	
                    A-14

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    NOTE
GUARANTEE

     

    For value
received, the undersigned hereby unconditionally guarantees, on a senior
unsecured basis, to the Holder of this Note the cash payments in United States
dollars of principal of, premium, if any, and interest on this Note in the
amounts and at the times when due and interest on the overdue principal,
premium, if any, and interest, if any, of this Note, if lawful, and the payment
or performance of all other Obligations of the Issuers under the Indenture or
this Note, to the Holder of this Note and the Trustee, in accordance with the
Note, Article 10 of the Indenture and this Note Guarantee, including the terms
stated in the Note, the Indenture and this Note Guarantee. The validity and
enforceability of this Note Guarantee shall not be affected by the fact that it
is not affixed to any particular Note. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Indenture dated as of
[              ],
2009 among CCH II, LLC, a Delaware limited liability company, CCH II Capital
Corp., a Delaware corporation, the undersigned, and The Bank of New York Mellon
Trust Company, NA, as trustee (as amended or supplemented, the
“Indenture”).

     

    THIS NOTE GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. The undersigned hereby agrees to submit to the jurisdiction of
the courts of the State of New York in any action or proceeding arising out of
or relating to this Note Guarantee.

     

    This Note
Guarantee is subject to release upon the terms set forth in the
Indenture.

     

    
      	
               
      

            	
              [                                              ]

            


    

    


    
      	
               
      

            	
              By:

            	 ______________________	 


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    


    
      
        
          
            	 
      	
                    A-15

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    [FORM OF
CERTIFICATE TO BE DELIVERED

    IN
CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]

     

    CCH II,
LLC

    CCH II
Capital Corp.

    c/o
Charter Communications, Inc.

    12405
Powerscourt Drive, Suite 100

    St.
Louis, Missouri 63131

     

    Attention:
Chief Financial Officer

     

    The Bank
of New York Mellon Trust Company, NA

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois 60602

    Attention:
Corporate Trust Department

     

    
      	
               
      

            	
              Re:

            	
              CCH
      II, LLC and CCH II Capital Corp. (the
“Issuers”)

            


    

     

    
      	
               
      

            	
              13.5%
      Senior Notes due 2016 (the “Notes”)

            


    

     

    Ladies
and Gentlemen:

     

    In
connection with our proposed sale of $________ aggregate principal amount at
maturity of the Notes, we hereby certify that such transfer is being effected
pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United
States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we hereby further certify that the Notes are being transferred to a
person that we reasonably believe is purchasing the Notes for its own account,
or for one or more accounts with respect to which such person exercises sole
investment discretion, and such person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A and such Notes are being transferred in compliance
with any applicable blue sky securities laws of any state of the United
States.

     

    You and
the Issuers are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

     

    
      	
               
      

            	
              Very
      truly yours,

            


    

    


    
      	
               
      

            	 _____________________


    

    
      	
               
      

            	
              [Name
      of Transferor]

            


    

    


    
      	
               
      

            	
              By:

            	 _____________________	 


    

    
      	
               
      

            	
              Authorized
      Signature

            


    


    
      
        
          
            	 
      	
                    B-1

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    [FORM OF
CERTIFICATE TO BE DELIVERED

    IN
CONNECTION WITH TRANSFERS

    PURSUANT
TO REGULATION S]

     

    CCH II,
LLC

    CCH II
Capital Corp.

    c/o
Charter Communications, Inc.

    12405
Powerscourt Drive, Suite 100

    St.
Louis, Missouri 63131

     

    Attention:
Chief Financial Officer

     

    The Bank
of New York Mellon Trust Company, NA

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois 60602

    Attention:
Corporate Trust Department

     

    
      	
               
      

            	
              Re:

            	
              CCH
      II, LLC and CCH II Capital Corp. (the
“Issuers”)

            


    

     

    
      	
               
      

            	
              13.50%
      Senior Notes due 2016 (the “Notes”)

            


    

     

    Ladies
and Gentlemen:

     

    In
connection with our proposed sale of $________ aggregate principal amount of the
Notes, we confirm that such sale has been effected pursuant to and in accordance
with Regulation S under the United States Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, we represent that:

     

    (1) the offer
of the Notes was not made to a person in the United States;

     

    (2) either
(a) at the time the buy order was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed that
the transferee was outside the United States or (b) the transaction was executed
in, on or through the facilities of a designated off-shore securities market and
neither we nor any person acting on our behalf knows that the transaction has
been pre-arranged with a buyer in the United States;

     

    (3) no
directed selling efforts have been made in the United States in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable;

     

    (4) the
transaction is being made in compliance with any applicable securities laws of
any state of the United States or any other applicable jurisdiction;
and

     

    
      
        	 
      	
                C-1

              	 
      


      

       

      


    

     

    
      
        

      

    

    
    

     

    (5) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and not the result of offers or sales
specifically targeted to an identifiable group of U.S. citizens
abroad.

     

    If the
transfer of the beneficial interest occurs prior to the expiration of the 40-day
distribution compliance period set forth in Regulation S, the transferred
beneficial interest will be held immediately thereafter through Euroclear or
Clearstream.

     

    In
addition, if the sale is made during a restricted period and the provisions of
Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we
confirm that such sale has been made in accordance with the applicable
provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be.

     

    The
Issuers and you are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

     

    
      	
               
      

            	
              Very
      truly yours,

            


    

    


    
      	
               
      

            	 _______________________


    

    
      	
               
      

            	
              [Name
      of Transferor]

            


    

    


    
      	
               
      

            	
              By:

            	 _______________________	 


    

    
      	
               
      

            	
              Authorized
      Signature

            


    


    
      
        
          
            	 
      	
                    C-2

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    [COMPLETE
FORM I OR FORM II AS APPLICABLE.]

     

    [FORM
I - To be used by

     

    the
owner of a beneficial interest in a Temporary Regulation S Global
Note]

     

    CERTIFICATE
OF BENEFICIAL OWNERSHIP IN CONNECTION WITH EXCHANGES OF TEMPORARY REGULATION S
GLOBAL NOTES

     

    CCH II,
LLC

    CCH II
Capital Corp.

    c/o
Charter Communications, Inc.

    12405
Powerscourt Drive, Suite 100

    St.
Louis, Missouri 63131

     

    Attention:
Chief Financial Officer

     

    The Bank
of New York Mellon Trust Company, NA

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois 60602

    Attention:
Corporate Trust Department

     

    
      	
               
      

            	
              Re:

            	
              13.5%
      Senior Notes due 2016 (CUSIP
[_______])

            


    

     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Indenture, dated as of
[               ],
2009 (the “Indenture”), among
CCH II, LLC (the “Company”), CCH II
Capital Corp. (“Capital Corp” and,
together with the Company, the “Issuers”), and The
Bank of New York Mellon Trust Company, NA, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the
Indenture.

     

    We are
the beneficial owner of $____ principal amount of Notes issued under the
Indenture and represented by a Temporary Regulation S Global Note.

     

    We hereby
certify as follows:

     

    [CHECK
A OR B AS APPLICABLE.]

     

    
      	
              A.

            	
              We
      are a non-U.S. person (within the meaning of Regulation S under the
      Securities Act).

            


    

     

    
      	
              B.

            	
              We
      are a U.S. person (within the meaning of Regulation S under the Securities
      Act) that purchased the Notes in a transaction that did not require
      registration under the Securities
Act.

            


    

     


    
      
        
          
            	 
      	
                    D-1

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    You are
entitled to rely upon this Certificate and are irrevocably authorized to produce
this Certificate or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered
hereby.

     

    Very
truly yours,

    


    [NAME OF
BENEFICIAL OWNER]

    


    


    


    
      	
               
      

            	
              By:

            	 _______________________	 


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    
      	
               
      

            	
              Address:

            


    

    Date:
_________________

     


    
      
        
          
            	 
      	
                    D-2

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    [FORM
II - To be used by a Person acting on behalf of an owner of a beneficial
interest in a Temporary Regulation Global Note]

     

    CERTIFICATE
OF BENEFICIAL OWNERSHIP IN CONNECTION WITH EXCHANGES OF TEMPORARY REGULATION S
GLOBAL NOTES

     

    CCH II,
LLC

    CCH II
Capital Corp.

    c/o
Charter Communications, Inc.

    12405
Powerscourt Drive, Suite 100

    St.
Louis, Missouri 63131

     

    Attention:
Chief Financial Officer

     

    The Bank
of New York Mellon Trust Company, NA

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois 60602

    Attention:
Corporate Trust Department

     

    
      	
               
      

            	
              Re:

            	
              13.5%
      Senior Notes due 2016 (CUSIP
[_______])

            


    

     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Indenture, dated as of
[             ],
2009 (the “Indenture”), among
CCH II, LLC (the “Company”), CCH II
Capital Corp. (“Capital Corp.” and,
together with the Company, the “Issuers”), and The
Bank of New York Mellon Trust Company, NA, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the
Indenture.

     

    This is
to certify that based solely on certifications we have received in writing, by
tested telex or by electronic transmission from institutions appearing in our
records as persons being entitled to a portion of the principal amount of Notes
represented by a Temporary Regulation S Global Note issued under the
above-referenced Indenture, that as of the date hereof, $____ principal amount
of Notes represented by the Temporary Regulation S Global Note being submitted
herewith for exchange is beneficially owned by persons that are either (i)
non-U.S. persons (within the meaning of Regulation S under the Securities Act)
or (ii) U.S. persons that purchased the Notes in a transaction that did not
require registration under the Securities Act.

     

    We
further certify that (i) we are not submitting herewith for exchange any portion
of such Temporary Regulation S Global Note excepted in such certifications and
(ii) as of the date hereof we have not received any notification from any
institution to the effect that the statements made by such institution with
respect to any portion of such Temporary Regulation S Global Note submitted
herewith for exchange are no longer true and cannot be relied upon as of the
date hereof.

     


    
      
        
          
            	 
      	
                    D-3

                  	 
      


          

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    You are
entitled to rely upon this Certificate and are irrevocably authorized to produce
this Certificate or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered
hereby.

     

    Yours
faithfully,

    


    [Name of
DTC Participant]

    


    


    
      	
               
      

            	
              By:

            	 _______________________	 


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    
      	
               
      

            	
              Address:

            


    

    Date:
_________________

     

    


     


    
      
        
          
            	 
      	
                    D-4